By Lisa Kerner
Charlotte, N.C., Sept. 19 - Centerplate, Inc.'s board of directors unanimously approved the company's acquisition by a Kohlberg & Co., LLC affiliate.
The transaction will be completed through a debt tender offer for up to 70% of Centerplate's notes and a merger in which 100% of Centerplate's common stock will be acquired, a Centerplate news release said.
Each unit holder who tenders the notes underlying their units will receive $3.99 for each note tendered, subject to proration. In addition, each unit holder will receive $0.01 per share for the common stock underlying their units for a total payment of $4.00 per unit.
The transaction is expected to close in the first quarter of 2009, Centerplate said.
Kohlberg, a private equity firm, will finance the acquisition through a combination of equity and debt financing.
Centerplate announced in May that it was evaluating a range of capital structure and other alternatives in a process it expected to take up to six months to complete.
"Given the realities of the economic environment and tight credit markets, we are confident that we have found the best available outcome for our unit holders and the company," Centerplate chairman of the board David Williams said in the release.
Centerplate said it obtained an additional amendment to its senior credit facility to allow time for the acquisition to be completed. The credit agreement will require Centerplate to defer interest on the subordinated notes following the November interest payment until the closing of the transaction.
If the merger is not completed by March, Centerplate said it will require a further amendment to its senior credit facility.
UBS Investment Bank advised Centerplate. Evercore Partners provided Centerplate's board with a fairness opinion.
Stamford, Conn.-based Centerplate provides food and related services to recreational facilities.
| Acquirer: | Kohlberg & Co., LLC
|
| Target: | Centerplate, Inc.
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| Announcement date: | Sept. 18
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| Price per unit: | $4.00
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| Expected closing: | First quarter of 2009
|
| Stock price for target: | Amex: CVP: $3.03 on Sept. 17
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