Domino's Pizza tenders for all 8¼% notes due 2011, 22% of stock

By Jennifer Chiou

New York, Feb. 7 - Domino's Pizza, Inc. announced the start of a tender offer for all of its $274 million of 8¼% senior subordinated notes due 2011.

The company is also soliciting consents to eliminate the restrictive covenants contained in the indenture.

The offer expires at 12:01 a.m. ET on March 9.

Domino's said it will pay a consideration based on the present value of the notes on July 1, 2007, the first day on which the company may redeem the notes, discounted using the 3.875% Treasury due July 31, 2007 and 50 basis points.

Those who tender by 5 p.m. ET on Feb. 23 will receive the consent payment equal to $20.00 per $1,000 principal amount of notes, which is included in the payout.

Global Bondholder Services Corp. is the information agent (866 804-2200). The dealer managers for the bond tender offer are JP Morgan Securities Inc., Lehman Brothers and Merrill Lynch & Co. Bondholders.

As part of its recapitalization plan, the Ann Arbor, Mich.-based pizza chain is also launching a modified Dutch tender auction for up to 13.85 million of its shares at a purchase price not less than $27.50 or greater than $30.00 per share, for a purchase price of up to $415.5 million.

The stock tender offer ends at 5 p.m. ET on March 9.

Domino's noted that the number of shares in the tender makes up about 22% of its stock.

The directors and executive officers of the company will not participate in the tender offer. In addition, investment funds associated with Bain Capital, LLC, which own about 27% of Domino's Pizza's outstanding shares, have elected not to participate.

The company added that it entered into a repurchase agreement with Bain that provides for Domino's Pizza to purchase shares from the investment funds associated with Bain shortly following the completion of the stock tender offer so that the aggregate ownership of Bain's investment funds will not exceed one-third of Domino's Pizza's total outstanding shares.

The information agent for the stock tender offer is MacKenzie Partners, Inc. (800 322-2885).

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