Constellation Merger Sub Inc. (the “Offeror”), an affiliate of
certain investment funds managed by affiliates of Apollo Global
Management, LLC (together with its consolidated subsidiaries,
“Apollo”) (NYSE:APO), announced today the consideration to be paid
in the previously announced cash tender offer (the “Tender Offer”)
for any and all of ClubCorp Club Operations, Inc.’s (“ClubCorp
Operations”) outstanding 8.25% Senior Notes due 2023 (the “Notes”)
and related consent solicitation (the “Consent Solicitation”).
The Tender Offer and Consent Solicitation are being made
pursuant to an Offer to Purchase and Consent Solicitation Statement
dated July 25, 2017 and a related Letter of Transmittal dated July
25, 2017 (together, the “Tender Offer Materials”).
As of 5:00 p.m., New York City time, on August 9, 2017 (the
“Early Tender Date”), as reported by Global Bondholder Services
Corporation, the tender and information agent for the Tender Offer,
$346,464,000 in aggregate principal amount, or approximately
98.99%, of the outstanding $350,000,000 aggregate principal amount
of Notes have been validly tendered and not validly withdrawn. The
applicable Reference Yield, Tender Consideration and Total
Consideration (each as defined below) for the principal amount of
such Notes accepted for purchase are detailed in the table
below.
Notes CUSIPs
Reference U.S.
Treasury Security
Reference Yield
Fixed Spread (basis
points)
60% of “Make-Whole”
Consideration per $1,000
40% of “Equity Claw”
Price per $1,000
Total Consideration per
$1,000
Early Participation
Premium
Tender Consideration per
$1,000
$350,000,0008.25% SeniorNotes due2023
18948KAC6;U18897AB1
1.25% due December 15, 2018 1.297% +50
$683.72 $433.00 $1,116.72 $30.00
$1,086.72
In addition to (i) in the case of Notes tendered at or prior to
the Early Tender Date and accepted for purchase, the total
consideration specified in the table above (the “Total
Consideration”) and (ii) in the case of Notes tendered after the
Early Tender Date and accepted for purchase, the tender
consideration specified in the table above (the “Tender
Consideration”), holders will also receive accrued and unpaid
interest from the last interest payment date for the Notes up to,
but not including, the settlement date for Notes accepted for
purchase in the Tender Offer.
The Total Consideration and the Tender Consideration were
calculated in the manner described in Schedule A to the Tender
Offer Materials by reference to the fixed spread (the “Fixed
Spread”) specified in the table above plus the yield to maturity
(the “Reference Yield”) based on the bid-side price of the
Reference U.S. Treasury Security specified in the table above at
11:00 a.m., New York City time, on September 13, 2017. The Total
Consideration includes the early participation premium of $30.00
for each $1,000 principal amount of Notes.
The Tender Offer will expire at 11:00 a.m., New York City time,
on September 15, 2017, unless further extended or earlier
terminated.
The withdrawal deadline for the Tender Offer was 5:00 p.m., New
York City time, on August 7, 2017 (the “Withdrawal Deadline”) and
has not been extended. Accordingly, previously tendered Notes and
Notes tendered after the Withdrawal Deadline may not be withdrawn,
subject to applicable law.
The Tender Offer and Consent Solicitation are being conducted in
connection with the previously announced merger agreement, pursuant
to which, among other things, Constellation Club Parent, Inc., the
parent of the Offeror, has agreed to acquire ClubCorp Holdings,
Inc., the parent of ClubCorp Operations (the “Acquisition”). The
Offeror’s obligation to accept and pay for the Notes is conditioned
upon, among other things, the substantially concurrent closing of
the Acquisition.
RBC Capital Markets, LLC is acting as dealer manager and
solicitation agent (the “Dealer Manager”) and Citigroup Global
Markets Inc., Barclays Capital Inc., Credit Suisse Securities (USA)
LLC, Deutsche Bank Securities Inc. and Goldman Sachs & Co. LLC
are acting as co-dealer managers and co-solicitation agents
(together with the Dealer Manager, the “Dealer Managers”) for the
Tender Offer and Consent Solicitation. Global Bondholder Services
Corporation is acting as the tender agent and information agent for
the Tender Offer and Consent Solicitation.
Requests for documentation may be directed to Global Bondholder
Services Corporation at (212) 430-3774 (for brokers and banks) or
(866) 470-3900 (for all others).
Questions or requests for assistance in relation to the Tender
Offer and Consent Solicitation may be directed to the Dealer
Manager at (877) 381-2099 (toll free) or (212) 618-7822
(collect).
This announcement is for informational purposes only. This
announcement is not an offer to purchase or a solicitation of an
offer to purchase with respect to any Notes. The Tender Offer and
the Consent Solicitation are being made solely pursuant to the
Offer to Purchase and Consent Solicitation Statement and related
documents. The Tender Offer and Consent Solicitation 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 securities laws or blue sky laws require the Tender Offer
and Consent Solicitation to be made by a licensed broker or dealer,
the Tender Offer and Consent Solicitation will be deemed to be made
on behalf of the Offeror by the Dealer Managers, or one or more
registered brokers or dealers that are licensed under the laws of
such jurisdiction.
About Apollo
Apollo is a leading global alternative investment manager with
offices in New York, Los Angeles, Houston, Chicago, St. Louis,
Bethesda, Toronto, London, Frankfurt, Madrid, Luxembourg, Mumbai,
Delhi, Singapore, Hong Kong and Shanghai. Apollo had assets under
management of approximately $232 billion as of June 30, 2017 in
private equity, credit and real estate funds invested across a core
group of nine industries where Apollo has considerable knowledge
and resources. For more information about Apollo, please visit
www.agm.com.
Forward-Looking Statements
This press release contains forward-looking statements within
the meaning of applicable federal securities laws. The
forward-looking statements include, without limitation, statements
concerning the Tender Offer and Consent Solicitation.
Forward-looking statements involve risks and uncertainties,
including but not limited to economic, competitive, and
technological factors outside the Offeror’s or ClubCorp’s control
that may cause actual results to differ materially from the
forward-looking statements. You should not place undue reliance on
forward-looking statements as a prediction of actual results. The
Offeror expressly disclaims any obligation or undertaking to
release publicly any updates or revisions to any forward-looking
statements to reflect any change in expectations or events,
conditions or circumstances on which any such statements are
based.
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version on businesswire.com: http://www.businesswire.com/news/home/20170913006550/en/
Apollo:For investor inquiries regarding Apollo, please
contact:Gary M. Stein, 212-822-0467Head of Corporate
CommunicationsApollo Global Management,
LLCgstein@apollolp.comorNoah Gunn, 212-822-0540Investor Relations
ManagerApollo Global Management, LLCngunn@apollolp.comorFor media
inquiries regarding Apollo, please contact:Charles Zehren, (212)
843-8590Rubenstein Associates, Inc. for Apollo Global Management,
LLCczehren@rubenstein.com
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