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The Bon-Ton Stores, Inc. (NASDAQ: BONT) (“Bon-Ton”) today announced the final results of the exchange offer and consent solicitation by The Bon-Ton Department Stores, Inc. (the “Issuer”), a wholly-owned subsidiary of Bon-Ton, for its outstanding 10¼% Senior Notes due 2014 (CUSIP Nos. 09776NAB8 and 09776NAA0, ISIN USU09818AA04) (the “Old Notes”).
As of the offer expiration time, which was 12:00 midnight, New York City time, on July 3, 2012, the Issuer received tenders with consents from holders of approximately $330.0 million principal amount of Old Notes, representing approximately 71.1% of the outstanding Old Notes.
At settlement, which is anticipated to occur on July 9, 2012, approximately $330.0 million principal amount of new 10⅝% Second Lien Senior Secured Notes due 2017 (the “New Notes”) will be issued. In addition, the Issuer will enter into a supplemental indenture adopting the proposed amendments to the indenture under which the Old Notes were issued. Holders whose tendered Old Notes are accepted for exchange will also receive accrued and unpaid interest in cash on the exchanged Old Notes through, but not including, the settlement date for the exchange offer and consent solicitation.
BofA Merrill Lynch acted as the sole dealer manager and solicitation agent for the exchange offer and consent solicitation.
At closing, the New Notes will not be registered under the Securities Act of 1933, as amended (the “Securities Act”), or any other applicable securities laws and, unless so registered, the New Notes may not be offered, sold, pledged or otherwise transferred within the United States or to or for the account of any U.S. person, except pursuant to an exemption from the registration requirements thereof. Accordingly, the New Notes are being offered and issued only (i) in the United States to “qualified institutional buyers” (as defined in Rule 144A under the Securities Act) and (ii) outside the United States to non-U.S. persons (as defined in Regulation S under the Securities Act), in a private transaction in reliance upon an exemption from the registration requirements of the Securities Act. The Issuer will enter into a registration rights agreement pursuant to which, it will agree to use commercially reasonable efforts to consummate an exchange offer and, under certain circumstances, to file a shelf registration statement with respect to the New Notes.