Dave & Buster's, Inc., WS Midway Holdings, Inc. and WS Midway Acquisition Sub, Inc. Announce Senior Note Offering
16 Februar 2006 - 10:49PM
Business Wire
Dave & Buster's, Inc. (NYSE:DAB), WS Midway Holdings, Inc. and
WS Midway Acquisition Sub, Inc. announced today that WS Midway
Acquisition Sub, Inc. is seeking to raise $175 million, before
discounts and expenses, through a private placement of senior
notes. The notes will be offered in the United States only to
qualified institutional buyers within the meaning of Rule 144A
under the Securities Act of 1933, as amended (the "Securities
Act"). The notes will be offered outside the United States to
non-U.S. investors pursuant to Regulation S under the Securities
Act. The notes will have an eight year maturity with interest
payable semi-annually. The net proceeds from the sale of the notes
are expected to be used to finance, in part, the acquisition of
Dave & Buster's, Inc. by WS Midway Holdings, Inc., an affiliate
of Wellspring Capital Management LLC, a New York-based private
investment firm. The acquisition will be effected by the merger of
WS Midway Acquisition Sub, Inc., a wholly-owned subsidiary of WS
Midway Holdings, Inc., with and into Dave & Buster's, Inc.,
with Dave & Buster's, Inc. remaining as the surviving entity.
The merger will be completed in accordance with the Agreement and
Plan of Merger, entered into by the parties on December 8, 2005,
which is described in Dave & Buster's current report on Form
8-K filed on December 9, 2005, and in the definitive proxy
materials it filed with the Securities and Exchange Commission.
Upon closing of the merger, the notes will become the obligations
of Dave & Buster's by operation of law. The securities to be
offered will not be registered under the Securities Act or any
state securities laws and unless so registered, may not be offered
or sold in the United States except pursuant to an exemption from,
or in a transaction not subject to, the registration requirements
of the Securities Act and applicable state securities laws. This
press release does not constitute an offer to sell or the
solicitation of an offer to buy any security and shall not
constitute an offer, solicitation or sale in any jurisdiction in
which such offering would be unlawful. 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. "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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