Hard Rock Hotel, Inc. (the "Company") announced today that it has commenced a cash tender offer and consent solicitation (the "Offer") for its $120 million outstanding principal amount of 9-1/4% Senior Subordinated Notes due 2005 (the "Notes").
The Offer is scheduled to expire at 12:00 midnight, New York City Time, on May 29, 2003, unless extended or earlier terminated (the "Expiration Date"). Holders of Notes who tender their Notes and deliver consents on or prior to 12:00 midnight, New York City Time, on May 14, 2003 (the "Consent Date"), will receive 102.563% of the principal amount of the Notes validly tendered (the "Total Consideration"). Holders who tender their Notes after the Consent Date but prior to the Expiration Date will receive 100% of the principal amount of the Notes validly tendered (the "Tender Offer Consideration"). The Total Consideration is the sum of the Tender Offer Consideration and 2.563% of the principal amount of the Notes paid to each holder of Notes that validly tenders their Notes and delivers consents on or prior to the Consent Date. In each case, holders that validly tender their Notes shall receive accrued and unpaid interest up to, but not including, the payment date.
The Offer is subject to the satisfaction of certain conditions, including the Company's receipt of valid tenders for a majority of the outstanding Notes and debt financing sufficient to consummate the Offer on terms acceptable to the Company.
The complete terms and conditions of the Offer are described in the Company's Offer to Purchase and Consent Solicitation Statement dated May 1, 2003 (the "Offer Statement"), copies of which may be obtained by contacting the information agent, Georgeson Shareholder Communications Inc., at (866) 216-0461. Banc of America Securities LLC is the exclusive dealer manager for the tender offer. The depository for the tender offer is U.S. Bank Trust National Association. Additional information concerning the tender offer may be obtained by contacting Banc of America Securities LLC, attention High Yield.
The Offer is made solely by the Offer Statement. This press release does not constitute an offer to purchase (or a solicitation of an offer to sell) Notes. |