Charming Shoppes, Inc. Announces Offer To Purchase Any Or All Of Its Outstanding 1.125% Senior Convertible Notes Due 2014 Through A Tender Offer
BENSALEM, Pa., June 28, 2012 /PRNewswire/ -- Charming Shoppes, Inc. ("Charming") announced that it has commenced a tender offer (the "Tender Offer") to accept for purchase any or all of its outstanding 1.125% Senior Convertible Notes due 2014 (the "Notes") on July 27, 2012 (the "Fundamental Change Repurchase Date"). Charming is offering to repurchase any or all of the $140,451,000 aggregate principal amount of the Notes outstanding as of June 27, 2012, at par plus accrued and unpaid interest. Tenders of the Notes must be made prior to the expiration of the Tender Offer at 11:59 p.m., New York City time, on July 26, 2012 (the "Exercise Expiration Date"), and may be withdrawn at any time prior to 11:59 p.m., New York City time, on the Exercise Expiration Date, through compliance with the proper withdrawal procedure outlined in the Notice of Fundamental Change, Offer to Purchase and Entry into Supplemental Indenture (the "Offer to Purchase").
Prior to the merger (the "Merger") through which Charming became a wholly owned subsidiary of Ascena Retail Group, Inc. ("Ascena"), each $1,000 principal amount of the Notes was convertible into 65.0233 shares of Charming common stock. As a result of the Merger, each $1,000 principal amount of the Notes is currently convertible into $477.92 in cash per $1,000 principal amount of Notes, which is an amount equal to the applicable conversion rate of 65.0233 multiplied by $7.35, the amount paid in the Merger for each share of Charming's outstanding common stock.
However, upon the terms and subject to the conditions of the Tender Offer, for each $1,000 principal amount of Notes validly tendered and not validly withdrawn pursuant to the Tender Offer, Charming will pay, in cash, $1,000 plus accrued and unpaid interest to, but not including, the Fundamental Change Repurchase Date. The Tender Offer began today, June 28, 2012, and will expire at 11:59 p.m., New York City time, on the Exercise Expiration Date.
None of Charming, Ascena, Charming's or Ascena's respective boards of directors, employees, advisors or representatives, or Wells Fargo Bank, National Association, the trustee, paying agent and conversion agent for the Tender Offer, is making any representation or recommendation to any holder of Notes as to whether or not to surrender or convert such holder's Notes. Noteholders must decide how many Notes they will tender, if any. The terms and conditions of the Tender Offer are described in the Offer to Purchase.
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