WESTLAKE VILLAGE, Calif., June 29, 2020 /PRNewswire/ -- Guitar Center, Inc. (the "Company") today announced the expiration and final results of its previously announced exchange offer (the "Exchange Offer") to exchange any and all of its existing 13.000% Cash/PIK Notes due 2022 (the "Existing Notes"), of which there is currently $62,205,340 aggregate principal amount outstanding, for additional 13.000% Cash/PIK Notes due 2022 (the "New Notes") upon the terms and subject to the conditions as set forth in the Amended and Restated Confidential Offering Memorandum, dated June 17, 2020 (as it may be supplemented and amended from time to time, the "Offering Memorandum").
The Exchange Offer expired at 5:00 p.m., New York City time, on June 29, 2020 (such time and date, the "Expiration Date"). As of the Expiration Date, according to information provided to the Company by D.F. King & Co., Inc., the Information and Exchange Agent for the Exchange Offer, $56,423,045, or approximately 90.70% of the aggregate principal amount of outstanding Existing Notes had been validly tendered and not validly withdrawn. As a condition to receive the New Notes, promptly after the Expiration Date but prior to 5:00 p.m., New York City time, on July 2, 2020, tendering holders of Existing Notes must pay by wire transfer or immediately available funds to the paying agent's account in cash an amount equal to $24.288758 per each $1,000 principal amount of the Existing Notes validly tendered (and not validly withdrawn) rounded down to the nearest penny.
The Company expects the settlement of the Exchange Offer to take place on or about July 6, 2020, subject to satisfaction of customary closing conditions.
Documents relating to the Exchange Offer were only distributed to holders of Existing Notes who properly completed and returned a letter of eligibility confirming that they were within the category of eligible holders for the Exchange Offer.
The New Notes have not been registered under the Securities Act of 1933, as amended (the "Securities Act") or the securities laws of any state and may not be offered or sold in the United States absent registration or an exemption from 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 of the securities referred to herein, nor shall there be any sale of the New Notes, in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities laws of any such jurisdiction.
About Guitar Center
Guitar Center is a leading retailer of musical instruments, lessons, repairs and rentals in the U.S. With nearly 300 stores across the U.S. and one of the top direct sales websites in the industry, Guitar Center has helped people make music for more than 50 years. Guitar Center also provides customers with various musician-based services, including Guitar Center Lessons, where musicians of all ages and skill levels can learn to play a variety of instruments in many music genres; GC Repairs, an on-site maintenance and repairs service; and GC Rentals, a program offering easy rentals of instruments and other sound reinforcement gear. Additionally, Guitar Center's sister brands include Music & Arts, which operates more than 200 stores specializing in band & orchestral instruments for sale and rental, serving teachers, band directors, college professors and students, and Musician's Friend, a leading direct marketer of musical instruments in the United States. For more information about Guitar Center, please visit www.guitarcenter.com.
The Company has included statements in this press release that constitute "forward-looking statements" within the meaning of Section 21E of the Securities Exchange Act, as amended, and Section 27A of the Securities Act. As a general matter, forward-looking statements are those focused on future or anticipated events or trends, expectations and beliefs including, among other things, the Company's expectations with respect to the Exchange Offer described herein. Such statements are intended to be identified by using words such as "believe," "expect," "intend," "estimate," "anticipate," "will," "project," "plan" and similar expressions in connection with any discussion of future operating or financial performance. Any forward-looking statements are and will be based upon the Company's then-current expectations, estimates and assumptions regarding future events and are applicable only as of the dates of such statements. Readers are cautioned not to put undue reliance on such forward-looking statements. Such forward-looking statements are not guarantees of future performance and involve risks and uncertainties, and actual results may differ materially from those projected in this press release for various reasons, including, among others, the ability of the Company to satisfy the conditions to the Exchange Offer and those reasons described in the Offering Memorandum, in the reports and other documents the Company provides to its noteholders from time to time, and in the "Management's Discussion and Analysis of Financial Condition and Results of Operations" and "Risk Factors" sections contained in the Company's annual report for the fiscal year ended February 1, 2020 and its quarterly report for the thirteen weeks ended May 2, 2020. The Company undertakes no obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.