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SOURCE Spencer Spirit Holdings, Inc.
NEW YORK, June 10, 2014 /PRNewswire/ -- Spencer Spirit Holdings, Inc., Spencer Gifts LLC and Spirit Halloween Superstores LLC (collectively, the "2017 Notes Issuers"), and SSH Holdings, Inc. (the "2018 Notes Issuer" and, together with the 2017 Notes Issuers, the "Companies," "we" or "us") who are leading specialty retailers offering unique merchandise through two principal concepts, Spencer's and Spirit, announced today that they have commenced offers to purchase for cash any and all of the $175 million outstanding principal amount of the 2017 Notes Issuers' 11.00% Senior Secured Notes due 2017 (the "2017 Notes") and any and all of the $165 million outstanding principal amount of the 2018 Notes Issuer's 9%/9 ¾% Senior PIK Toggle Notes due 2018 (the "2018 Notes" and, together with the 2017 Notes, the "Notes"). In conjunction with the tender offers, the Companies are soliciting consents to effect certain proposed amendments to the indentures governing the Notes and certain security documents. The tender offers and consent solicitations are being made pursuant to an Offer to Purchase and Consent Solicitation Statement, dated June 10, 2014, and a related Consent and Letter of Transmittal, which set forth the terms and conditions of the tender offers and consent solicitations in full detail.
The consent solicitations will expire at 5:00 p.m., New York City time, on June 23, 2014 (such time and date, as it may be extended, the "Consent Date"). The tender offers will expire at 12:01 a.m., New York City time, on July 9, 2014, unless terminated or extended (the "Expiration Date"). Tendering holders will also receive accrued and unpaid interest from the last applicable interest payment date to, but not including, the applicable payment date. Tendered Notes may not be withdrawn and consents may not be revoked after 5:00 p.m., New York City time, on June 23, 2014.
The total consideration to be paid for each $1,000 principal amount of the 2017 Notes validly tendered at or before the Consent Date, and not validly withdrawn, will be $1,062.50, and the total consideration to be paid for each $1,000 principal amount of the 2018 Notes validly tendered at or before the Consent Date, and not validly withdrawn, will be $1,025.00. The total consideration in each case includes a consent payment of $30.00 per $1,000 principal amount, which is payable only to holders who tender their Notes and validly deliver their consents prior at or before the Consent Date. Holders who tender their 2017 Notes after the Consent Date, but on or prior to the Expiration Date, will receive the tender offer consideration of $1,032.50, and holders who tender their 2018 Notes after the Consent Date, but on or prior to the Expiration Date, will receive the tender offer consideration of $995.00, which in each case is the applicable total consideration minus the applicable consent payment.
The proposed amendments to the indentures governing the Notes would, among other things, eliminate a significant portion of the restrictive covenants, eliminate certain events of default, release all of the collateral securing the obligations of the 2017 Notes Issuers and the guarantors under the 2017 Notes and amend the number of days prior to any redemption date that the Companies must send a notice of redemption. Adoption of the proposed amendments to the indentures requires the consent of the holders of at least a majority of the aggregate outstanding principal amount of each series of Notes (the "Requisite Consents"), or in the case of the amendment to release all of the collateral securing the obligations of the 2017 Notes Issuers and the guarantors under the 2017 Notes, of at least 66 ?% in aggregate principal amount outstanding of the 2017 Notes (the "Collateral Release Requisite Consent"). Holders who tender their Notes will be required to consent to the proposed amendments and holders may not deliver consents to the proposed amendments without tendering their Notes in the tender offers. The proposed amendments to the indentures will not become operative, however, until at least a majority in aggregate principal amount outstanding of the Notes, or in the case of the amendment to release all of the collateral securing the obligations of the 2017 Notes Issuers and the guarantors under the 2017 Notes, at least 66 ?% in aggregate principal amount outstanding of the 2017 Notes, whose holders have delivered consents to the proposed amendments have been accepted for payment.
The tender offers and consent solicitations with respect to each series of Notes are subject to the satisfaction of certain conditions, including (i) the Minimum Tender Condition, which requires that the receipt of the Requisite Consents and the Collateral Release Requisite Consent, as applicable must have been obtained; (ii) the Financing Condition, which requires the entry of the Companies into any financing on terms acceptable to such Companies in their sole discretion and in an amount sufficient to pay for the tender of the Notes and any fees and expense related thereto; and (iii) the Documentation Condition, which requires that the supplemental indentures implementing the proposed amendments must have been executed (other than the proposed amendments to the indentures and certain security documents relating to the release of all of the collateral securing the obligations of the 2017 Notes Issuers and the guarantors).
The Companies reserve the right, at any time following the Consent Date but prior to the Expiration Date (the "Initial Acceptance Date"), to accept for purchase all Notes validly tendered and not validly withdrawn prior to the Consent Date. If the Companies elect to exercise this option, the Companies will pay the applicable total consideration for the Notes accepted for purchase promptly following the acceptance of such Notes (the date of such payment being the "Initial Payment Date"). The Companies expect that the Initial Payment Date will be June 30, 2014, subject to the satisfaction or waiver of all the conditions of the tender offers and consent solicitations.
Wells Fargo Securities, LLC and Credit Suisse Securities (USA) LLC are acting as dealer managers and solicitation agents for the tender offers and the consent solicitations. The tender agent and information agent for the tender offers is D.F. King & Co., Inc.. Questions regarding the tender offers and consent solicitations may be directed to Wells Fargo Securities, Liability Management Group, at (866) 309-6316 (toll free) or (704) 410-4760 (collect) or Credit Suisse Securities (USA) LLC at (800) 820-1653 (toll free) or (212) 538-2147 (collect). Requests for copies of the Offer to Purchase and Consent Solicitation Statement or other tender offer materials may be directed to D.F. King & Co., Inc., telephone number (800) 714-3312 (toll free) and (212) 269-5550 (for banks and brokers) or by e-mail at firstname.lastname@example.org.
This press release is for informational purposes only and is neither an offer to purchase nor a solicitation of an offer to sell the Notes. This press release also is not a solicitation of consents to the proposed amendments to the indentures. The tender offers and consent solicitations are being made solely by means of the tender offer and consent solicitation documents, including the Offer to Purchase and Consent Solicitation Statement, dated June 10, 2014, and the related Consent and Letter of Transmittal, that the Companies are distributing to holders of Notes. The tender offers and consent solicitations 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.
About Spencer Spirit Holdings
Spencer Spirit Holdings is a leading specialty retailer offering unique merchandise in fun and engaging store environments through two principal concepts, Spencer's and Spirit. Founded in 1947, Spencer's is a specialty lifestyle retailer of unique products tailored to reflect popular themes and trends for young adults. As of February 1, 2014, the Company operated 646 Spencer stores in 49 states and Canada. Founded in 1983, Spirit is a seasonal Halloween retailer that operated 1,052 temporary stores in 50 states and Canada in 2013.
Except for the historical information contained in this news release, the matters addressed are forward-looking statements. Forward-looking statements, written, oral or otherwise made, represent our expectation or belief concerning future events. Without limiting the foregoing, these statements are often identified by the words "anticipate", "continue", "estimate", "expect", "may", "might", "will", "project", "should", "believe", "intend", "continue", "could", "plan", "predict" or similar expressions. In addition, expressions of our strategies, intentions or plans are also forward-looking statements. Such statements reflect management's current views with respect to future events and are subject to risks and uncertainties, both known and unknown. Some of the key factors that could cause actual results to differ from our expectations include: the seasonal fluctuations in our net sales and operating income; our ability to react appropriately to changes in pop culture, fashion trends and customer preferences; competition in the retail accessory, apparel and novelty industries and seasonal Halloween market; technology risks associated with our e-commerce sales or management information systems; our ability to successfully open and operate seasonal retail businesses, including Spirit Halloween; the popularity of malls and volume of mall traffic; our reliance on certain vendors; our ability to establish and maintain good relationships with shopping mall or strip mall operators; our reliance on independent consignees to operate certain Spirit Halloween stores; risks relating to securing favorable leases; risk of failing to make lease payments; our ability to maintain and enhance our brand; our ability to successfully grow our comparable store sales; our reliance on one primary distribution facility and a network of third-party warehouses; risks associated with the safety of our products, product safety regulations or the adult-oriented nature of some of our products; risks associated with the flow of merchandise from international manufacturers and the quality of such merchandise; risks associated with the costs incurred in the manufacture, transport and sale of our merchandise; our ability to protect our intellectual property rights; risk of infringing intellectual property rights of third parties; the loss of key employees and our ability to hire necessary and significant personnel; health care and labor costs; general economic conditions; the outcome of litigation; the risk of war, acts of terrorism and natural disasters; our ownership structure and the interests of our controlling stockholders; the incurrence of impairment charges; increases in the cost of borrowings or unavailability of additional debt or equity capital, or both; volatile conditions in the capital, credit and commodities markets and in the overall economy; our ability to integrate acquisitions successfully; our access to financing; and other factors beyond our control. You are cautioned not to place undue reliance on these forward-looking statements as there are important factors that could cause actual results to differ materially from those in forward-looking statements, many of which are beyond our control. The forward-looking statements included in this news release are made only as of the date hereof. We do not undertake and specifically decline any obligation to update any such statements or to publicly announce the results of any revisions to any such statements to reflect future events or developments.
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