Blockbuster Inc. Announces Proposed Offering of Senior Secured Notes
15 September 2009 - 1:19AM
PR Newswire (US)
DALLAS, Sept. 14 /PRNewswire-FirstCall/ -- Blockbuster Inc.,
(NYSE:BBINYSE: BBI.B) announced today that it intends to offer up
to $340 million aggregate principal amount of senior secured notes
due 2014 (the "Notes") in a private offering that is exempt from
the registration requirements of the Securities Act of 1933, as
amended (the "Securities Act"). The Notes will be senior secured
obligations of the Company and will be guaranteed by the Company's
domestic subsidiaries that guarantee the Company's indebtedness
under the credit agreement. The Notes and the guarantees will be
secured by a first-priority lien, having equal priority to liens
granted under the Company's credit agreement on substantially all
of the Company's and the guarantors' assets which secure the loans
under the credit agreement. The Notes will be offered in the United
States only to qualified institutional buyers pursuant to Rule 144A
under the Securities Act, and to persons outside the United States
pursuant to Regulation S under the Securities Act. The Company
plans to use the proceeds of the Notes to repay all indebtedness
outstanding under the Company's revolving credit facility and its
revolving asset-based loan facility in Canada, fund fees and
expenses of the transaction and for general corporate purposes. In
addition, the Company intends to pursue an amendment under its
credit agreement, whereby the lenders under the term loan facility
that are qualified institutional buyers or persons outside the
United States will be given the option to purchase Notes in
exchange for repayment of their loans under the term loan facility,
or to amend and extend the final maturity of their loans from
August 20, 2011, to May 31, 2012, with a revised loan amortization
payment schedule and an increased applicable interest rate margin.
The amendment will also include changes to the financial covenants
and other terms. The Notes will not be registered under the
Securities Act and may not be offered or sold in the United States
absent registration or an applicable exemption from registration
requirements. This press release is neither an offer to sell nor
the solicitation of an offer to buy the Notes or any other
securities and shall not constitute an offer, solicitation or sale
in any jurisdiction in which such offering, solicitation or sale
would be unlawful. Forward Looking Statements This release contains
"forward-looking statements" within the meaning of Section 27A of
the Securities Act of 1933 and Section 21E of the Securities
Exchange Act of 1934. Specific forward-looking statements can be
identified by the fact that they do not relate strictly to
historical or current facts and include, without limitation, words
such as "may," "will," "expects," "believes," "anticipates,"
"plans," "estimates," "projects," "predicts," "targets," "seeks,"
"could," "intends," "foresees" or the negative of such terms or
other variations on such terms or comparable terminology.
Similarly, statements in this release that describe our strategies,
initiatives, future actions, plans or goals are forward-looking.
These forward-looking statements are based on management's current
intent, belief and expectations. These statements are not
guarantees of future outcomes and involve risks, uncertainties,
assumptions and other factors that are difficult to predict.
Therefore, actual outcomes may vary materially from what is
expressed in or indicated by the forward-looking statements. The
proposed offering is subject to a number of conditions, including
the amendment of our senior credit agreement, and there can be no
assurance whether such offering will be completed on the terms
discussed above or at all. The risk factors set forth under "Item
1A. Risk Factors" in our Annual Reports on Form 10-K and other
matters discussed from time to time in our filings with the
Securities and Exchange Commission, including the "Disclosure
Regarding Forward-Looking Information" and "Risk Factors" sections
of our Quarterly Reports on Form 10-Q, among others, could affect
future outcomes, causing outcomes results to differ materially from
those expressed in our forward-looking statements. Accordingly, our
investors are cautioned not to place undue reliance on these
forward-looking statements because, while we believe the
assumptions on which the forward-looking statements are based are
reasonable, there can be no assurance that these forward-looking
statements will prove to be accurate. We undertake no obligation to
update publicly any forward-looking statement in this release or in
other documents, our website or oral statements for any reason,
even if new information becomes available or other events occur in
the future. DATASOURCE: Blockbuster Inc. CONTACT: Press, Randy
Hargrove, Senior Director, Corporate Communications,
+1-214-854-3190, or Investor Relations, Kellie Nugent, Director,
Investor Relations, +1-214-854-4442, both of Blockbuster Inc. Web
Site: http://www.blockbuster.com/
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