Phase Metrics Inc. Announces Exchange Offers and Consent Solicitations.Business Editors SAN DIEGO--(BUSINESS WIRE)--June 16, 2000 Phase Metrics Inc., a worldwide leader in process and production test equipment for the data storage industry, Friday announced that, pursuant to a restructuring agreement with its bondholders and key stockholders, it has commenced exchange offers and consent solicitations Consent Solicitation A solicitation by one party to the stakeholders of a particular security for the consent of a material change. Notes: Should the majority of stakeholders provide valid consent prior to the consent expiry date, the issuer may then follow through with to restructure its debt and equity securities. The exchange offers and consent solicitations will expire at 5 p.m., New York City New York City: see New York, city. New York City City (pop., 2000: 8,008,278), southeastern New York, at the mouth of the Hudson River. The largest city in the U.S. time, on July 18, 2000. The company said that it is offering to issue 72.2727 shares of new common stock in exchange for each $1,000 principal amount of its 10 3/4% Senior Notes due 2005. If the exchange offer is accepted, tendering holders of Senior Notes would own approximately 85.9% of the new common stock outstanding after the restructuring. The company is also soliciting consents to certain amendments to the indenture An agreement declaring the benefits and obligations of two or more parties, often applicable in the context of Bankruptcy and bond trading. The term indenture primarily describes secured contracts and has several applications in U.S. law. governing the Senior Notes. In addition, Phase Metrics is asking holders of its Convertible Subordinated Notes due 2005 to tender such notes for cancellation for no consideration. Phase Metrics is also soliciting consents from holders of its preferred and common stock to an overall equity restructuring. Under such restructuring, which will take the form of a merger, each share of Series C Preferred Stock Stock shares that have preferential rights to dividends or to amounts distributable on liquidation, or to both, ahead of common shareholders. Preferred stock is given preference over common stock. Holders of preferred stock receive dividends at a fixed annual rate. will be converted into 0.03285 shares of new common stock and 0.1314 new warrants. Following the restructuring, existing holders of Series C Preferred Stock will own approximately 2.7% of the new common stock before exercise of the new warrants. Shares of Series A and B preferred stock and old common stock will be cancelled for no consideration in the restructuring. The exchange offer for the senior notes is conditioned upon acceptance thereof by holders of 99.5% of the aggregate principal amount of such notes and the exchange offer for the convertible notes is conditioned upon acceptance thereof by holders of 100% of such notes. The equity restructuring must be approved by holders of a majority of each of the Series A preferred stock and the old common stock, voting as separate classes, and by holders of 66 2/3% of each of the Series B preferred stock and Series C preferred stock, voting as separate classes. The exchange offers and the equity restructuring are subject to other customary terms and conditions. State Street Bank and Trust Company The State Street Bank and Trust Company is a bank. It was a subsidiary of the State Street Corporation, until it sold off the retail banking portion of this unit in 1999 to Citizens Financial Group (a subsidiary of the Royal Bank of Scotland), of Providence, RI. is acting as the depositary DEPOSITARY, contracts. He with whom a deposit is confided or made. 2. It is, the essence of the contract of deposits that it should be gratuitous on the part 'of the depositary. 9 M. R. 470. for the exchange offers and the consent solicitations. Materials regarding the exchange offer and consent solicitation have been mailed to all registered holders of the company's securities. Holders can obtain additional copies of such materials by calling State Street Bank at 617/662-1544. Phase Metrics also announced that it obtained a new credit facility and that it has borrowed $4.0 million under such facility. The company is currently able to borrow an additional $2 million under such facility. Upon the completion of the restructuring and the satisfaction of certain additional conditions, the company will be able to borrow up to $10 million in the aggregate under such facility. Phase Metrics Inc., a privately held corporation Noun 1. privately held corporation - a corporation owned by a few people; shares have no public market close corporation, closed corporation, private corporation , is a leading provider of process and production test equipment for the data storage industry. Products include magnetic/optical media certifiers, servowriters for head disk assemblies and media cartridges, automated workcells, and head related test equipment such as magnetoresistant (MR) quasi-static head testers and flying height testers. The company has headquarters in San Diego San Diego (săn dēā`gō), city (1990 pop. 1,110,549), seat of San Diego co., S Calif., on San Diego Bay; inc. 1850. San Diego includes the unincorporated communities of La Jolla and Spring Valley. Coronado is across the bay. , with manufacturing operations Manufacturing operations concern the operation of a facility, as opposed to maintenance, supply and distribution, health, and safety, emergency response, human resources, security, information technology and other infrastructural support organizations. in Fremont, San Diego, and Hayward, Calif. The company's sales and support services support services Psychology Non-health care-related ancillary services–eg, transportation, financial aid, support groups, homemaker services, respite services, and other services have headquarters in Fremont and San Diego. Customer service is provided throughout the Asia-Pacific region via operations in Singapore, Malaysia, Thailand, Korea and Japan. The Phase Metrics Web site is located at http:\\www.phasemetrics.com. This release may contain forward-looking statements forward-looking statement A projected financial statement based on management expectations. A forward-looking statement involves risks with regard to the accuracy of assumptions underlying the projections. that involve risks and uncertainties. Among the important factors which could cause actual results to differ materially from those in the forward-looking statements are; the company's substantial leverage and ability to service indebtedness, restrictive financing covenants, fluctuations in operating results, cyclicality of data storage industry and other factors detailed in the company's filings with the Securities and Exchange Commission. |
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