Collegiate Pacific Prices $40 Million Convertible Notes Private Offering.DALLAS -- Collegiate Pacific Inc. (AMEX AMEX See: American Stock Exchange :BOO) announced the pricing of a private offering of $40 million principal amount of convertible senior subordinated notes due 2009 to a limited number of qualified institutional buyers In law, a Qualified Institutional Buyer is a purchaser of securities that is financially sophisticated and is legally recognized by security market regulators to need less protection from sellers than most members of the public. pursuant to Rule 144A Rule 144A A Securities & Exchange Commission rule modifying a two-year holding period requirement on privately placed securities to permit qualified institutional buyers to trade these positions among themselves. . The notes will bear interest at a rate of 5.75% per year and will be general unsecured obligations of the Company subordinate in right of payment to all existing and future secured bank debt of the Company. The Company has also granted the initial purchaser of the notes a 13-day option to purchase an additional $10 million principal amount of the notes. The sale of the notes is expected to close on November 26, 2004. The notes will be convertible at the option of the holder into shares of the Company's common stock at an initial conversion rate of 68.2594 shares per $1,000 principal amount of the notes, subject to adjustment in certain circumstances. The initial conversion rate is equivalent to a conversion price of approximately $14.65 per share. The last reported sale price of the Company's common stock on November 22, 2004 was $13.31 per share. The Company intends to use substantially all of the net proceeds Net Proceeds The amount received after all costs are deducted from the sale of a piece of property or security. Notes: In the case of an investor selling a security, net proceeds represent the proceeds from the sale minus any trading costs (i.e. commissions). from the private offering for general corporate purposes, including future acquisitions. The Company also intends to use approximately $1.2 million of such net proceeds to prepay all outstanding borrowings under its revolving line of credit Revolving line of credit A bank line of credit on which the customer pays a commitment fee and can take and repay funds at will. Normally a revolving LOC involves a firm commitment from the bank for a period of several years. . This announcement is neither an offer to sell nor a solicitation of an offer to buy any of these securities and shall not constitute an offer, solicitation or sale in any jurisdiction in which such offer, solicitation or sale is unlawful. The securities have not been registered under the Securities Act of 1933, as amended (the "Securities Act"), or any state securities laws, and unless so registered, may not be offered or sold in the United States United States, officially United States of America, republic (2005 est. pop. 295,734,000), 3,539,227 sq mi (9,166,598 sq km), North America. The United States is the world's third largest country in population and the fourth largest country in area. except pursuant to an exemption from the registration requirements of the Securities Act and applicable state laws. The following is a "safe harbor Safe Harbor 1. A legal provision to reduce or eliminate liability as long as good faith is demonstrated. 2. A form of shark repellent implemented by a target company acquiring a business that is so poorly regulated that the target itself is less attractive. " statement under the Private Securities Litigation Reform Act The Private Securities Litigation Reform Act of 1995 (PSLRA) implemented several significant substantive changes affecting certain cases brought under the federal securities laws, including changes related to pleading, discovery, liability, class representation and awards fees and of 1995: The statements in this press release relating to relating to relate prep → concernant relating to relate prep → bezüglich +gen, mit Bezug auf +acc matters that are not historical facts are "forward-looking statements" within the meaning of the federal securities laws. These statements are based on management's belief and assumptions using currently available information and expectations as of the date hereof, are not guarantees of future performance and involve certain risks and uncertainties. Although we believe that the expectations reflected in these forward-looking statements are reasonable, we cannot assure you that our expectations will prove correct. Therefore, actual outcomes and results could materially differ from what is expressed, implied or forecast in these statements. The forward-looking statements speak only as of the date made, other than as required by law, and we undertake no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise. |
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