Hughes Supply, Inc. Announces Amendment to Tender Offer and Consent Solicitation for Its 5.50% Senior Notes Due 2014 and Extens
15 March 2006 - 7:48AM
PR Newswire (US)
ORLANDO, Fla., March 14 /PRNewswire-FirstCall/ -- Hughes Supply,
Inc. (NYSE:HUG) announced today that, in connection with its
previously announced tender offer (the "Tender Offer") and consent
solicitation (the "Consent Solicitation") for all of its
$300,000,000 outstanding principal amount of 5.50% Senior Notes due
2014 (the "Notes"), it has amended the Total Consideration (as
defined in the Statement described below) to be paid for Notes
accepted for purchase in the Tender Offer. Hughes Supply, Inc. is
now amending the fixed spread used to determine the Total
Consideration from 50 basis points to 25 basis points. Hughes
Supply, Inc. currently anticipates that, immediately after the
consummation of the acquisition, it will exercise its right of
optional prepayment for the Notes at the "make-whole" amount
provided in the indenture for the Notes. Hughes Supply, Inc. has
also extended the Consent Solicitation deadline of its Tender
Offer. The new Consent Solicitation deadline is 5:00 p.m. (New York
City time) on March 17, 2006. All other terms of the offer remain
the same, including the Expiration Time, which remains 8:00 a.m.
(New York City time) on March 31, 2006. All other terms and
conditions relating to the determination of the Total Consideration
and the Tender Offer Consideration (each as defined in the
Statement described below), and the other terms of the Tender Offer
and the Consent Solicitation, will remain as described in the
Statement. The Tender Offer and Consent Solicitation for the Notes
are being conducted in connection with the previously announced
definitive merger agreement that provides for the acquisition of
Hughes Supply, Inc. by The Home Depot, Inc. The Tender Offer and
Consent Solicitation are made upon the terms and conditions set
forth in the Offer to Purchase and Consent Solicitation Statement
dated February 28, 2006 (the "Statement") and related documents,
copies of which may be obtained from D.F. King, the information
agent for the offers, at 212-269-5550 (for banks and brokers only)
or 800-487-4870 (for all others toll-free). About Hughes Supply,
Inc. Hughes Supply, Inc., founded in 1928, is one of the nation's
largest diversified wholesale distributors of construction, repair
and maintenance- related products, with over 500 locations in 40
states. Headquartered in Orlando, Florida, Hughes employs
approximately 9,700 associates and generated annual net sales of
over $5.4 billion in its last fiscal year ended January 31, 2006.
Hughes is a Fortune 500 company and was named the #3 Most Admired
Company in America in the Wholesalers: Diversified Industry segment
by FORTUNE Magazine. For additional information on Hughes Supply,
you may visit http://www.hughessupply.com/ . Except for historical
information, all other information discussed in this news release
consists of forward-looking statements under the Private Securities
Litigation Reform Act of 1995. When used in this report, the words
"believe," "anticipate," "estimate," "expect," "may," "will,"
"should," "plan," "intend," "project," and similar expressions are
intended to identify forward-looking statements. These
forward-looking statements involve known and unknown risks,
uncertainties and other factors which may cause the actual results,
performance or achievements of the Company to be different from any
future results, performance, and achievements expressed or implied
by these statements. These risks and uncertainties include, but are
not limited to, the ability of the Company and The Home Depot to
satisfy the conditions to closing of the pending merger (including
Company shareholder approval) and timing of the process; the effect
on the Company's business of the pending transaction, the strength
of the construction market and the general economy, competition,
delay in implementing operating systems, reliance on key personnel
who may separate from the Company due to general attrition or due
to additional uncertainties created by the pending merger, success
in integrating and achieving expected profitability from acquired
businesses, achieving enhanced profitability goals, fluctuating
commodity prices, the Company's fixed cost structure, customer
credit policies, unexpected product shortages, product purchasing
and supply, overseas movement of manufacturing facilities, and
other factors set forth from time to time in filings with the
Securities and Exchange Commission. The forward-looking statements
included in this news release are made only as of the date of this
news release and under section 27A of the Securities Act and
section 21E of the Exchange Act. Hughes Supply does not have any
obligation to publicly update any forward-looking statements to
reflect subsequent events or circumstances. In connection with the
proposed merger, Hughes Supply has filed a definitive proxy
statement with the Securities and Exchange Commission. INVESTORS
AND SECURITY HOLDERS ARE ADVISED TO READ THE DEFINITIVE PROXY
STATEMENT, WHICH CONTAINS IMPORTANT INFORMATION. Investors and
security holders may obtain a free copy of the definitive proxy
statement and other documents filed by Hughes Supply at the
Securities and Exchange Commission's Web site at
http://www.sec.gov/ . The definitive proxy statement and such other
documents may also be obtained for free from Hughes Supply by
directing such request to Hughes Supply, Attention: Investor
Relations, telephone: (407) 822-2139. Hughes Supply and its
directors, executive officers and other members of its management
and employees may be deemed to be participants in the solicitation
of proxies from its stockholders in connection with the proposed
merger. Information concerning the interests of Hughes Supply's
participants in the solicitation is set forth in Hughes Supply's
definitive proxy statement dated February 27, 2006, for its Special
Meeting of Shareholders relating to the merger.
http://www.newscom.com/cgi-bin/prnh/19990803/HUGLOGO
http://photoarchive.ap.org/ DATASOURCE: Hughes Supply, Inc.
CONTACT: Mark Iskander, Acting Treasurer, Hughes Supply, Inc.,
+1-407-822-2147 Web site: http://www.hughessupply.com/
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