Golf News for Tuesday, October 19, 2004 | Business

American Skiing Company announces tender offer

PARK CITY, Utah, – Oct. 18, 2004 – American Skiing Company (OTC: AESK - News), one of the largest operators of alpine ski, snowboard and golf resorts in the United States, has announced that it has commenced a tender offer and consent solicitation for any and all of its $120 million principal amount of 12% Senior Subordinated Notes due in 2006 ("Notes").

The total consideration (including the consent payment described below) in connection with the offer is $1,015.63 per $1,000 principal amount plus accrued but unpaid interest for the Notes. The terms and conditions of the tender offer are set forth in an Offer to Purchase and Consent Solicitation Statement dated October 12, 2004.

In conjunction with the tender offer, American Skiing Company is soliciting the consent of holders of Notes to eliminate substantially all of the restrictive covenants and certain events of default under the indenture for the Notes.

The consent payment of $20.00 per $1,000 principal amount of the Senior Subordinated Notes will be paid only for the Notes tendered prior to the Consent Date, which will be 5:00 p.m., New York City time, on October 22, 2004, unless extended. Holders who tender their Notes into the tender offer after the Consent Date will receive the consideration described above less the consent payment amount. Notes may not be tendered without delivering consents to the amendments to the indenture for the Notes as described above.

The tender offer commenced today will expire at 12:00 AM, midnight, New York City time, on November 8, 2004, unless extended. Closing of the tender offer is subject to: (i) the consummation of any necessary debt financing to fund the total consideration for the Notes tendered and to refinance the existing credit facility of American Skiing Company; (ii) the receipt of the requisite consents from the holders of the Notes; and (iii) certain other customary conditions.

If the conditions set forth above are met and American Skiing Company accepts the tendered Notes, holders who tender Notes prior to the Consent Date will receive payment for their Notes on or promptly after the date on which American Skiing Company closes its new credit facility, and all other tendering holders will receive payment on or promptly after the Expiration Date.

A person owning $61,695,000 aggregate principal amount of Notes has agreed to tender its Notes and consent to the indenture amendments prior to the Consent Date.

The Information Agent is Georgeson Shareholder Communications, Inc. Copies of documents may be obtained from Georgeson Shareholder Communications, Inc. at (212) 440-9800 or toll-free at (888) 264-6999.

This news release is neither an offer to purchase nor a solicitation of an offer to sell the Notes. The offer is being made only by reference to the Offer to Purchase and Consent Solicitation Statement and related applicable Consent and Letter of Transmittal dated October 12, 2004.

Contact:
Georgeson Shareholder Communications
888-264-6999

David Hirasawa
Investor and Media Communications
435-615-0396



 
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