P.F. Chang’s China Bistro, Inc. (NASDAQ: PFCB) (the “Company”) today announced that Wok Acquisition Corp. (the “Issuer”) has priced a private offering of $300 million in aggregate principal amount of its 10.25% senior notes due 2020. The notes will be offered only to qualified institutional buyers in accordance with Rule 144A and to non-U.S. Persons under Regulation S under the Securities Act of 1933, as amended (the “Securities Act”). The offering is expected to close on or about June 29, 2012, subject to customary closing conditions including, without limitation, the closing of the Acquisition as described below.
The net proceeds from the offering, together with other funding sources, will be used to fund the previously announced acquisition of the Company by affiliates of Centerbridge Partners L.P. (the “Acquisition”), pay related fees and expenses and provide for ongoing working capital support and general corporate purposes. Unless the Acquisition is consummated prior to or concurrently with the closing of the offering, the gross proceeds from the offering will be deposited into a segregated escrow account for the benefit of the holders of the notes, and the Issuer (or an affiliate of Centerbridge Partners L.P. on behalf of the Issuer) will contribute into the escrow account additional funds in cash in an amount necessary to fund a special mandatory redemption of the notes in accordance with the escrow agreement. Such amounts will remain in escrow until either (i) the Acquisition is consummated and certain other conditions are met or (ii) the special mandatory redemption of the notes occurs. If the Acquisition is not consummated within the time periods required under the escrow agreement and, in any event, on or prior to November 7, 2012, the notes will be subject to special mandatory redemption at a redemption price equal to 100% of the initial issue price of the notes set forth above plus accrued and unpaid interest and accretion, if any, to (but excluding) the redemption date.