Centerplate Settles Litigation Related to Merger With Kohlberg & Company
January 14 2009 - 4:17PM
PR Newswire (US)
STAMFORD, Conn., Jan. 14 /PRNewswire-FirstCall/ -- Centerplate,
Inc. (Amex: CVP; TSX: CVP.un) announced today that it has reached a
settlement to previously disclosed litigation in connection with
Centerplate's planned merger with an affiliate of Kohlberg &
Company, L.L.C., a leading private equity firm. Centerplate and the
plaintiffs have entered into a Memorandum of Understanding
regarding the settlement terms. This settlement, which is subject
to preliminary and final Court approval, would resolve the claims
in the lawsuit and does not change Centerplate's and its officers'
and directors' denial of any liability or responsibility for the
claims made and makes no admission of any wrongdoing. As part of
the settlement, Centerplate has agreed to file a supplement to the
previously-distributed proxy statement with the Securities and
Exchange Commission and also to mail a copy of the supplement to
its security holders. Security holders are strongly advised to read
the proxy statement and the supplement because they contain
important information about the merger and the parties to the
merger. As previously disclosed in the proxy statement, the Special
Meeting of Security Holders will be held on January 27, 2009 to
approve the merger. It is expected that following approval of the
merger, receipt of tenders of at least 50.1% of the company's
outstanding notes, and satisfaction of other customary closing
conditions, the merger will close shortly thereafter. Also, as
previously disclosed, Centerplate's senior credit facility requires
it to defer interest on the subordinated notes following the
November 2008 payment until the closing of the merger. Deferred
interest, and interest accrued thereon, will be paid on the notes
that are validly tendered and accepted by Centerplate for payment
upon the closing of the merger and tender offer on notes purchased
in the tender offer. Following the closing, interest on notes that
remain outstanding as of the closing, will be paid in cash, along
with the deferred and accrued interest on those notes, at the next
regularly scheduled payment date to holders of record. About
Centerplate Centerplate, with its principal executive office in
Stamford, CT, is a leading provider of food and related services
including concessions, catering and merchandise services in more
than 130 sports facilities, convention centers and other
entertainment venues throughout the United States and Canada. Visit
the company online at http://www.centerplate.com/. Forward-Looking
Statements This news release includes forward-looking statements
within the meaning of Section 27A of the Securities Act and Section
21E of the Securities Exchange Act. These statements may involve
risks and uncertainties that could cause actual results to differ
materially from those described in such statements. Although
Centerplate believes that the expectations reflected in these
forward-looking statements are reasonable, the company can give no
assurance that these expectations will prove to have been correct
or that they will occur. Important factors beyond Centerplate's
control, including general economic conditions, consumer spending
levels, changing trends in our business and competitive
environment, the company's borrowing capacity, the provisions of
the credit agreement, the provisions of the indenture, adverse
weather conditions and other factors, as well as the risks
identified in our most recent annual report on Form 10-K and other
filings with the Securities and Exchange Commission could cause
actual results to differ materially from Centerplate's
expectations. Centerplate undertakes no obligation to update or
review any forward-looking statement, whether as a result of new
information, future developments or otherwise. Except for the
historical information contained herein, this press release
contains forward-looking statements. Such statements reflect
management's current forecast of certain aspects of our future. You
can identify most forward-looking statements by forward-looking
words such as "believe," "think," "may," "could," "will,"
"estimate," "anticipate," "intend," "seek," "plan," "expect,"
"should," "would" and similar expressions in this release. Such
statements are based on currently available information and are
subject to various risks, uncertainties and assumptions that could
cause actual results to differ materially from those anticipated or
implied in our forward- looking statements. Such risks,
uncertainties and assumptions include, among other things: the
satisfaction of various conditions to the memorandums of
understanding/ settlements, our ability to successfully agree on a
stipulation of settlement and finalize the settlement of the
lawsuits, court approval of and dissemination of proper notice of
court hearings regarding the settlement, stockholders objections to
the approval of the settlements, stockholders opting out of the
settlements, the court's willingness to approve the settlements, an
appeal of the settlements, our insurance carrier's payment of
settlement amounts in accordance with applicable agreements.
Contact Information Gael Doar Director of Communications
203-975-5941 DATASOURCE: Centerplate, Inc. CONTACT: Gael Doar of
Centerplate, Inc., Director of Communications, +1-203-975-5941, Web
site: http://www.centerplate.com/
Copyright