Dave & Buster's, Inc. Consummates Merger with Affiliate of Wellspring Capital Management LLC
09 March 2006 - 10:13AM
Business Wire
Dave & Buster's, Inc. (NYSE:DAB), a leading operator of upscale
restaurant/entertainment complexes, announced that today the
Company consummated the merger of WS Midway Acquisition Sub, Inc.,
an affiliate of Wellspring Capital Management LLC, with and into
the Company. Pursuant to the Merger, each issued and outstanding
share of Dave & Buster's common stock, other than shares owned
by the Company, WS Midway Holdings, Inc. or its subsidiaries, and
other than dissenting shares, were converted into the right to
receive $18.05 per share in cash. The surviving company will
continue to be known as Dave & Buster's, Inc. Upon closing of
the Merger, each of the Company's outstanding 5% convertible
subordinated notes due 2008, is now convertible into the right to
receive cash in an amount equal to the $18.05 per share merger
consideration for each share of common stock that would have been
received by a note holder if the notes had been converted into
common stock immediately prior to the merger. In addition, the
Company has provided written notice to Bank of New York, as
trustee, that it will redeem any notes that remain outstanding as
of August 7, 2006, in accordance with the terms of the indenture.
The holders of the notes also have the right to require the Company
to repurchase their notes, at a price equal to 110% of the face
amount of the notes, plus accrued interest. The Company has placed
an amount in escrow sufficient to make the foregoing payments.
Holders of notes may convert their notes into the cash merger
consideration as described above, until the redemption date or may
exercise their right to require the Company to repurchase their
notes pursuant to the terms of the redemption notice delivered to
such holders. The holders of outstanding warrants to purchase Dave
& Buster's common stock will have the right to receive the
$18.05 cash consideration per share for each share of common stock
that would have been issued upon exercise of the warrant
immediately prior to the merger, less the per share exercise price
of the warrants. For additional information relating to the merger,
please refer to the Company's filings with the SEC. About Dave
& Buster's, Inc. Celebrating over 23 years of operations, Dave
& Buster's was founded in 1982 and is one of the country's
leading upscale, restaurant/entertainment concepts with 46
locations throughout the United States and in Canada. More
information on the company, including the latest investor
presentation, is available on the company's website,
www.daveandbusters.com. About Wellspring Capital Management LLC
Founded in 1995, Wellspring Capital Management LLC is a New
York-based private equity firm with more than $2 billion in equity
capital under management. The firm takes controlling positions in
promising middle-market companies where it can realize substantial
value by contributing innovative operating and financing strategies
and capital. Wellspring's limited partners include some of the
largest and most respected institutional investors in the United
States, Canada, and Europe. Wellspring Capital's current portfolio
includes investments in food distribution, for-profit,
post-secondary education, golf retail, steel servicing, and other
industries. For more information visit Wellspring Capital's website
at www.wellspringcapital.com. "Safe Harbor" Statement under the
Private Securities Litigation Reform Act of 1995: Statements in
this press release regarding Dave & Buster's business which are
not historical facts are "forward-looking statements" that involve
risks and uncertainties. For a discussion of such risks and
uncertainties, which could cause actual results to differ from
those contained in the forward-looking statements, see "Risk
Factors" in the company's Annual Report or Form 10-K for the most
recently ended fiscal year.
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