Electronic Retailing Systems International, Inc. Announces Affiliate Purchase of 10% Guaranteed Secured Notes.Business Editors NORWALK, Conn.--(BUSINESS WIRE)--July 24, 2001 Electronic Retailing Systems International, Inc. ("ERS ERS, n.pr See extended rotated side-bent. ")(OTC OTC See: Over-the-counter. OTC See over-the-counter market (OTC). BB:ERSI ERSI Environment Remote Sensing Institute ) announced today that Systems Holding, Inc., a company ("Holdco") organized by Norton Garfinkle and Bruce F. Failing, Jr., ERS' principal stockholders, had, as nominee for Holdco's stockholders, acquired substantially all ERS' outstanding 10% Guaranteed Secured Notes (the "10% Notes") for cash equal to one-half of the aggregate of the principal amount of the 10% Notes plus accrued interest Accrued Interest The interest that has accumulated on a bond since the last interest payment up to but not including the settlement date. There are two methods for calculating accrued interest: 1) 360-day year method, used for corporate and municipal bonds. thereon. In addition, upon consummation of the previously announced merger of a wholly-owned subsidiary of Holdco with ERS, as a result of which ERS will be the surviving company surviving company The company that emerges in control following a business combination. The surviving company is generally one of the firms entering the combination but may be a new company formed by the combination. as a subsidiary of Holdco, Holdco will be obligated ob·li·gate tr.v. ob·li·gat·ed, ob·li·gat·ing, ob·li·gates 1. To bind, compel, or constrain by a social, legal, or moral tie. See Synonyms at force. 2. To cause to be grateful or indebted; oblige. to issue to the sellers an aggregate of five percent of the common equity of Holdco. In connection with the acquisition of the 10% Notes, substantially all of the restrictive covenants contained therein have been eliminated, as well all guaranties and collateral for such notes. In addition, the selling noteholders have extended an option to Holdco, exercisable at Holdco's option through July 2002, to acquire substantially all of ERS' 8% Guaranteed Secured Notes (the "8% Notes") for cash equal to one-half of the aggregate of the principal amount of the 8% Notes plus accrued interest thereon. Holdco has agreed with ERS that any and all defaults under the 10% Notes (which become due on August 1, 2001) are waived until such time as Holdco delivers notice of revocation of the waiver. This press release contains forward-looking statements that involve risks and uncertainties. Actual events may vary materially from those anticipated due to a number of factors, including the progress of the winding-down of ERS' electronic shelf label Electronic Shelf Label is a system used by Retailers for displaying price on shelves. Automating the price change process enhances in-store merchandising and store compliance. These features add up to increased sales and reduced overall operational costs. operations, ERS' arrangements with holders of its debt obligations, the prospects of NewCheck Corporation, in which ERS holds an interest, and other risks and uncertainties. |
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