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This excerpt taken from the FRZ 8-K filed Jun 6, 2005. OF ITS 87/8% SENIOR SUBORDINATED NOTES DUE 2011
DALLAS, TEXAS – JUNE 3, 2005 – Reddy Ice Group, Inc. (“Reddy Ice”) today announced that it is extending the Expiration Date to its previously announced tender offer and consent solicitation for its outstanding 87/8% senior subordinated notes due 2011 (the “Notes”) to 5:00 p.m., New York City time, on June 24, 2005, unless further extended or terminated. Reddy Ice will pay the consent payment to all holders of the Notes who validly tender their Notes prior to 5:00 p.m., New York City time, on June 24, 2005, the new Expiration Date.
As of 5:00 p.m., New York City time, on June 2, 2005, tenders and consents had been received with respect to approximately 99.9% of the outstanding principal amount of the Notes. The consent condition has been satisfied with respect to the Notes. The Consent Date was 5:00 p.m., New York City time, on April 12, 2005, and any Notes that were tendered prior to, or that are tendered after, the Consent Date may not be withdrawn and the related consents may not be revoked.
Reddy Ice also announced that assuming a Payment Date of June 27, 2005, the first business day after the new Expiration Date, the Total Consideration for each $1,000 principal amount of Notes validly tendered and not validly withdrawn prior to the Expiration Date is $ 1,117.10. In addition, each tendering holder of Notes will be paid accrued and unpaid interest from the last interest payment date up to, but not including, the Payment Date. The Total Consideration was determined based on the formula set forth in the Offer to Purchase with a Price Determination Date of April 13, 2005. The Total Consideration may be higher or lower, based on this formula, depending on the actual Payment Date.
The Notes are being tendered pursuant to Reddy Ice’s Offer to Purchase and Consent Solicitation Statement dated March 22, 2005, as amended by the Supplement and Amendment to the Offer to Purchase and Consent Solicitation Statement, dated April 5, 2005 (collectively, the “Offer to Purchase”) which more fully sets forth the terms and conditions of the cash tender offer to purchase any and all of the outstanding principal amount of the Notes as well as the consent solicitation to eliminate substantially all of the restrictive covenants and certain events of default contained in the Indenture.
The tender offer and consent solicitation are subject to the satisfaction of certain additional conditions, including Reddy Ice having available funds sufficient to pay the aggregate Total Consideration from the anticipated proceeds of a new senior credit facility and from an offering of
equity by Reddy Ice Holdings, Inc. in connection with the initial public offering of its common stock. In the event that the tender offer and consent solicitation are withdrawn or otherwise not completed, the Total Consideration, including the consent payment, will not be paid or become payable to holders of the Notes who have tendered their Notes and delivered consents.
This release does not constitute an offer to purchase, a solicitation of an offer to sell or a solicitation of consent with respect to any securities. The full terms of the tender offer and the consent solicitation are set forth in the Offer to Purchase and in the related Consent and Letter of Transmittal and the other related documents. Capitalized terms used herein but not otherwise defined herein have the meanings ascribed to them in the Offer to Purchase.
Credit Suisse First Boston LLC is the sole Dealer Manager and Solicitation Agent for the tender offer and consent solicitation. Questions regarding the tender offer and consent solicitation may be directed to Credit Suisse First Boston LLC, Liability Management Group, at (800) 820-1653 (US toll-free) and (212) 538-0652 (collect). Copies of the Offer to Purchase and Consent Solicitation Statement and related documents may be obtained from the Information Agent for the tender offer and consent solicitation, Morrow & Co., Inc., at (800) 654-2468 (US toll-free) and (212) 754-8000 (collect).
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