MeriStar Hospitality Operating Partnership, L.P. Receives Requisite Consents for Its Outstanding Debt Securities
13 4월 2006 - 11:00PM
PR Newswire (US)
BETHESDA, Md., April 13 /PRNewswire-FirstCall/ -- MeriStar
Hospitality Corporation (NYSE:MHX) today announced that its
subsidiary MeriStar Hospitality Operating Partnership, L.P. (the
"Operating Partnership") had received, as of 5 p.m., New York City
time, on April 12, 2006, tenders and consents from holders of more
than a majority in aggregate principal amount of each of its
outstanding 9% Senior Notes due 2008 (CUSIP No. 58984YAD5) and 9-
1/8% Senior Notes due 2011 (CUSIP No. 58984SAA4) (collectively, the
"Notes") in connection with its cash tender offers and consent
solicitations for the Notes. The tender offers and consent
solicitations are being conducted in connection with the previously
announced agreement of MeriStar and the Operating Partnership to
merge with affiliates of The Blackstone Group. It is expected that
MeriStar and the Operating Partnership will execute as soon as
practicable supplemental indentures to the indentures governing the
Notes to eliminate substantially all of the restrictive covenants
contained in such indentures and the Notes (except for certain
covenants related to asset sales and change of control offers),
eliminate certain events of default and modify covenants regarding
mergers, including to permit mergers with entities other than
corporations, and modify provisions regarding defeasance and/or
satisfaction and discharge to eliminate certain conditions, and
modify or eliminate certain other provisions contained in such
indentures and the Notes. The amendments will become operative
concurrently with the mergers, provided that all validly tendered
Notes of an issue are accepted for purchase pursuant to the
applicable tender offer upon consummation of the mergers, whereupon
the amendments will apply to all Notes of that issue remaining
outstanding following completion of the applicable tender offer.
Notes may be tendered pursuant to the tender offers until 8:00
a.m., New York City time, on Tuesday, May 2, 2006 (the "Offer
Expiration Date"), or such later date and time to which the Offer
Expiration Date is extended or earlier terminated. Holders who
validly tender Notes after 5:00 p.m., New York City time, on
Wednesday, April 12, 2006 but prior to the Offer Expiration Date
will not receive the consent payment of $30.00 per $1,000 principal
amount of Notes. The tender offers and consent solicitations are
being made only pursuant to the Offer to Purchase and Consent
Solicitation Statement dated March 29, 2006 and the related Consent
and Letter of Transmittal, as the same may be amended from time to
time. Persons with questions regarding the tender offers or the
consent solicitations should contact Bear, Stearns & Co. Inc.
and Lehman Brothers Inc. who are the Dealer Managers for the tender
offers and Solicitation Agents for the consent solicitations at
(877) 696-BEAR (toll- free) and (800) 438-3242 (toll-free),
respectively. The documents relating to the tender offers and
consent solicitations may be obtained from D.F. King & Co.,
Inc., the Information Agent, which can be contacted at (212)
269-5550 (for banks and brokers only) or (888) 644-5854 (for all
others toll-free). This release is for informational purposes only
and is neither an offer to purchase nor a solicitation of an offer
to sell the Notes. The offer to buy the Notes is only being made
pursuant to the tender offer and consent solicitation documents,
including the Offer to Purchase and Consent Solicitation Statement
and the related Consent and Letter of Transmittal. The tender
offers and consent solicitations are not being made to holders of
Notes in any jurisdiction in which the making or acceptance thereof
would not be in compliance with the securities, blue sky or other
laws of such jurisdiction. In any jurisdiction in which the tender
offers or consent solicitations are required to be made by a
licensed broker or dealer, they shall be deemed to be made by Bear,
Stearns & Co. Inc. or Lehman Brothers Inc. on behalf of the
Operating Partnership. Safe Harbor Statement This press release
contains forward-looking statements. Forward-looking statements,
which are based on various assumptions and describe our future
plans, strategies and expectations, are generally identified by our
use of words such as "intend," "plan," "may," "should," "will,"
"project," "estimate," "anticipate," "believe," "expect,"
"continue," "potential," "opportunity," and similar expressions,
whether in the negative or affirmative. We cannot guarantee that we
actually will achieve these plans, intentions or expectations. All
statements regarding our expected financial position, business and
financing plans are forward- looking statements. Except for
historical information, matters discussed in this press release are
subject to known and unknown risks, uncertainties and other factors
which may cause our actual results, performance or achievements to
be materially different from future results, performance or
achievements expressed or implied by such forward-looking
statements. Factors which could have a material adverse effect on
our operations and future prospects include, but are not limited
to: economic conditions generally and the real estate market
specifically; supply and demand for hotel rooms in our current and
proposed market areas; other factors that may influence the travel
industry, including health, safety and economic factors;
competition; the level of proceeds from asset sales; cash flow
generally, including the availability of capital generally, cash
available for capital expenditures, and our ability to refinance
debt; the effects of threats of terrorism and increased security
precautions on travel patterns and demand for hotels; the
threatened or actual outbreak of hostilities and international
political instability; governmental actions, including new laws and
regulations and particularly changes to laws governing the taxation
of real estate investment trusts; weather conditions generally and
natural disasters; rising insurance premiums; rising interest
rates; and changes in U.S. generally accepted accounting
principles, policies and guidelines applicable to real estate
investment trusts. These risks and uncertainties should be
considered in evaluating any forward-looking statements contained
in this press release or incorporated by reference herein. All
forward-looking statements speak only as of the date of this press
release or, in the case of any document incorporated by reference,
the date of that document. All subsequent written and oral
forward-looking statements attributable to us or any person acting
on our behalf are qualified by the cautionary statements in this
section. We undertake no obligation to update or publicly release
any revisions to forward-looking statements to reflect events,
circumstances or changes in expectations after the date of this
press release. This communication is being made in respect of the
proposed merger transaction involving MeriStar and affiliates of
The Blackstone Group. In connection with the proposed transaction,
MeriStar has filed a definitive proxy statement with the Securities
and Exchange Commission. Before making any voting or investment
decision, shareholders are urged to read the definitive proxy
statement carefully and in its entirety as it contains important
information about the proposed transaction. The definitive proxy
statement has been mailed to MeriStar shareholders. In addition,
the definitive proxy statement and other documents are available
free of charge at the Securities and Exchange Commission's Internet
website, http://www.sec.gov/. The definitive proxy statement and
other pertinent documents also may be obtained for free at
MeriStar's website, http://www.meristar.com/, or by contacting
Kevin Welch, Senior Vice President and Treasurer, MeriStar
Hospitality, telephone (301) 581-5926. MeriStar and its directors
and officers and other members of management and employees may be
deemed to be participants in the solicitation of proxies in respect
to the proposed transactions. Information regarding MeriStar's
directors and executive officers is detailed in its proxy
statements and annual reports on Form 10-K, previously filed with
the SEC, and the definitive proxy statement relating to the
proposed transactions. Contact: Kevin J. Welch Jerry Daly or Carol
McCune MeriStar Hospitality Daly Gray Public Relations (Media)
(301) 581-5926 (703) 435-6293 DATASOURCE: MeriStar Hospitality
Corporation CONTACT: Kevin J. Welch of MeriStar Hospitality,
+1-301-581-5926; Jerry Daly or Carol McCune of Daly Gray Public
Relations, +1-703-435-6293, for MeriStar Hospitality Corporation
Web site: http://www.meristar.com/
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