The Acquisition of Playboy Enterprises, Inc. by Icon Acquisition Holdings, L.P. Results in a Fundamental Change Under 3.00% Convertible Senior Subordinated Notes Due 2025

Mar 07, 2011, 16:47 ET from Playboy Enterprises, Inc.

LOS ANGELES, March 7, 2011 /PRNewswire/ -- As previously announced, Icon Acquisition Holdings, L.P. completed its acquisition of Playboy Enterprises, Inc., a Delaware corporation ("Playboy"), on March 4, 2011.

The acquisition constitutes a "Fundamental Change" under the indenture governing Playboy's 3.00% Convertible Senior Subordinated Notes due 2025 (the "Notes").  As a result of the acquisition, holders of the Notes (which have not been converted) will have the right to require Playboy to purchase their Notes on April 6, 2011 for a purchase price equal to the principal amount of such Notes plus any accrued and unpaid interest to but not including the purchase date.  Playboy will provide further details to the holders of the Notes regarding this right.

In addition, in connection with the acquisition, Playboy entered into a supplemental indenture as required by the indenture for the Notes.  The supplemental indenture provides that, subject to the terms of the indenture, the Notes will be convertible into $6.15 per share of common stock multiplied by a fraction whose denominator is one thousand (1,000) and whose numerator is the product of the principal amount of such Notes and the conversion rate under the indenture immediately prior to the Merger.  The conversion rate is 58.7648, and accordingly, each $1,000 in principal amount is convertible into $361.40.  The conversion rate will not be subject to any further adjustment.  

About Playboy Enterprises

Playboy is one of the most recognized and popular consumer brands in the world. Playboy Enterprises, Inc. is a media and lifestyle company that markets the brand through a wide range of media properties and licensing initiatives. The company publishes Playboy magazine in the United States and abroad and creates content for distribution via television networks, websites, mobile platforms and radio. Through licensing agreements, the Playboy brand appears on a wide range of consumer products in more than 150 countries as well as retail stores and entertainment venues.

SOURCE Playboy Enterprises, Inc.