Coinmach Service Corp. Announces Cash Tender Offer and Related Consent Solicitation for Outstanding Debt Securities
06 Janvier 2006 - 9:38PM
Business Wire
Coinmach Service Corp. (AMEX: "DRY") (the "Company") announced
today that it commenced an offer to purchase ("Tender Offer") for
cash all of its outstanding 11% senior secured notes due 2024
("Notes") and a related solicitation of consents ("Consent
Solicitation") to certain proposed amendments to the indenture
("Indenture") governing the Notes, in each case, subject to the
terms and conditions set forth in the Offer to Purchase and Consent
Solicitation Statement ("Offer to Purchase") and the related Letter
of Transmittal and Consent ("Letter of Transmittal"), each dated
January 5, 2006. The Tender Offer will expire at 9:00 A.M., New
York City time, on February 3, 2006, unless extended or earlier
terminated (the "Expiration Date"). The Company is offering
additional consideration (the "Early Tender Payment") payable only
to holders who validly tender (and do not withdraw) their Notes and
validly deliver (and do not revoke) their consents on or prior to
9:00 A.M., New York City time, on January 20, 2006, unless extended
by the Company (the "Early Tender Payment Deadline"). Completion of
the Tender Offer is subject to the satisfaction or waiver of
certain conditions, including the completion of a proposed
registered offering of the Company's Class A common stock. The
total consideration for each $6.14 principal amount of Notes
tendered and accepted for payment pursuant to the tender offer will
be $6.754 plus accrued and unpaid interest thereon to, but
excluding, the date the Notes are accepted for payment following
the expiration date of the tender offer (the "Payment Date"). The
total consideration consists of (1) $6.6926 per $6.14 principal
amount of the Notes plus accrued and unpaid interest thereon to,
but excluding, the Payment Date and (2) the Early Tender Payment,
consisting of $0.0614 per $6.14 principal amount of Notes and
payable only to holders who validly tender (and do not withdraw)
their Notes and validly deliver (and do not revoke) their consents
on or prior to the Early Tender Payment Deadline. Holders who
tender Notes following that time will not receive the Early Tender
Payment. In order to tender their Notes, Holders whose Notes
underlie income deposit securities ("IDSs") of the Company will be
required to separate their IDSs prior to tendering their Notes.
Holders tendering their Notes will be required to consent to
proposed amendments to the Indenture. The proposed amendments to
the Indenture will, among other things, eliminate substantially all
of the restrictive covenants and certain events of default
contained in the Indenture. The Company has engaged Jefferies &
Company, Inc. to act as the exclusive dealer manager and consent
solicitation agent for the Tender Offer. Copies of the Offer to
Purchase and Letter of Transmittal may be obtained from, and
questions regarding the Tender Offer and the Consent Solicitation
may be directed to, the information agent, MacKenzie Partners,
Inc., which can be reached at (212) 929-5500 (collect) and
toll-free at (800) 322-2885. For questions concerning delivery by
means of the Automated Tender Offer Program ("ATOP") please contact
The Bank of New York, the Depositary for the Tender Offer and the
Consent Solicitation, at (212) 815-3750. This press release is for
informational purposes only and is not an offer to purchase or a
solicitation of acceptance of the offer to purchase with respect to
any Notes. The offer or solicitation may be made only pursuant to
the terms of the Offer to Purchase and Letter of Transmittal. About
Coinmach Service Corp. Coinmach Service Corp., through its
operating subsidiaries, is a leading supplier of outsourced laundry
equipment services for multi-family housing properties in North
America. The Company's core business involves leasing laundry rooms
from building owners and property management companies, installing
and servicing laundry equipment and collecting revenues generated
from laundry machines. This press release may contain
forward-looking statements that are subject to certain risks,
uncertainties and assumptions, including the ability to satisfy the
conditions to consummate the tender offer. Should one or more of
these risks or uncertainties materialize, or should underlying
assumptions prove incorrect, actual results may vary materially
from those anticipated, estimated, or projected. These risks are
described in the Company's filings with the Securities and Exchange
Commission (the "SEC") over the last 12 months, copies of which are
available from the SEC or may be obtained from the Company.
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