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|Constellation Merger Sub Inc. Announces Tender Offer and Consent Solicitation for 8.25% Senior Notes due 2023 of ClubCorp Club Operations, Inc.|
In conjunction with the Tender Offer, the Offeror is soliciting the consent of the holders of the Notes (the “Consent Solicitation”) to certain proposed amendments to the indenture governing the Notes (the “Indenture”) to, among other things, eliminate or modify substantially all of the restrictive covenants, certain reporting obligations, certain events of default and related provisions contained in the Indenture. Holders may not tender their Notes without delivering their consents, and Holders may not deliver their consents without tendering their Notes.
The Tender Offer and Consent Solicitation are being conducted in
connection with the previously announced merger agreement, pursuant to
which, among other things,
The consideration offered for each
(ii) an amount equal to 60% of approximately the amount that holders of the Notes would receive if all of the Notes were redeemed pursuant to the “make-whole” optional redemption provision of the Indenture (based on a fixed spread pricing formula and calculated in the manner described in Schedule A to the Tender Offer Materials); minus
(iii) the Early Participation Premium (as defined below).
The Tender Consideration will be calculated based on the Reference Yield
The “Total Consideration” offered for each
The Total Consideration is meant to approximate the consideration that a Holder would receive if 40% of such Holder’s Notes were redeemed using the “equity claw” optional redemption provisions of the Indenture and 60% of such Holder’s Notes were redeemed using the “make-whole” optional redemption provisions of the Indenture.
Tenders of the Notes may be withdrawn and the consents delivered pursuant to the Consent Solicitation may be revoked at any time prior to the Withdrawal Deadline but not thereafter, except to the extent required by applicable law.
The Tender Offer and Consent Solicitation may be terminated or withdrawn
at any time and for any reason, including if certain conditions
described in the Tender Offer Materials, including the substantially
contemporaneous closing of the Acquisition, are not satisfied, subject
to applicable law. The Offeror is making the Tender Offer and Consent
Solicitation only by, and pursuant to, the terms of the Tender Offer
Materials. None of the Offeror,
The Tender Offer and Consent Solicitation are being conducted in connection with the Acquisition.
This announcement does not constitute an offer to sell any securities or the solicitation of an offer to purchase any securities. The Tender Offer and Consent Solicitation are being made only pursuant to the Tender Offer Materials. The Tender Offer and Consent Solicitation are not being made to holders of Notes in any jurisdiction in which the making or acceptance thereof would not be in compliance with the securities, blue sky or other laws of such jurisdiction. In any jurisdiction in which the securities laws or blue sky laws require the Tender Offer and Consent Solicitation to be made by a licensed broker or dealer, the Tender Offer and Consent Solicitation will be deemed to be made on behalf of the Offeror by one or more registered brokers or dealers that are licensed under the laws of such jurisdiction.
Requests for the Tender Offer Materials may be directed to
Questions or requests for assistance in relation to the Tender Offer and Consent Solicitation may be directed to the Dealer Manager at (877) 381-2099 (toll free) or (212) 618-7822 (collect).
Apollo is a leading global alternative investment manager with offices
This press release contains forward-looking statements within the meaning of applicable federal securities laws. The forward-looking statements include, without limitation, statements concerning the Tender Offer and Consent Solicitation. Forward-looking statements involve risks and uncertainties, including but not limited to economic, competitive, and technological factors outside the Offeror’s or ClubCorp’s control that may cause actual results to differ materially from the forward-looking statements. You should not place undue reliance on forward-looking statements as a prediction of actual results. The Offeror expressly disclaims any obligation or undertaking to release publicly any updates or revisions to any forward-looking statements to reflect any change in expectations or events, conditions or circumstances on which any such statements are based.
For investor inquiries regarding Apollo, please contact: