Varsity Brands has completed the proposed merger of the company with VB Merger Corporation, a subsidiary of VBR Holding Corporation. As previously announced, in the merger, each issued and outstanding share of Varsity common stock, other than treasury shares and shares owned by VBR Holding Corporation, was cancelled and converted automatically into the right to receive $6.57 in cash, without interest or any other payment thereon. The transaction was led by Leonard Green & Partners, L.P. and members of the company's management.
In connection with the merger, Varsity closed its tender offer for its outstanding 10-1/2% Senior Notes due 2007 and repurchased approximately $46 million of its outstanding senior notes. Varsity Brands also announced today that it has called for redemption on October 24, 2003 all its remaining outstanding 10-1/2% Senior Notes due 2007. Varsity Brands will redeem these remaining outstanding Senior Notes at a redemption price of $1,035 per $1,000 principal amount at maturity, plus accrued and unpaid interest to October 24, 2003.
Varsity remains headquartered in Memphis, Tennessee under existing management. Varsity stock, which had been listed on the American Stock Exchange (Symbol: VBR), will no longer be publicly traded.
“We are pleased to have completed this transaction for the Company and its stockholders” said Jeffrey G. Webb, Varsity's founder and chief executive officer. “We believe the transaction will enable Varsity to continue to build upon its leadership position in the school spirit industry.”
Jonathan D. Sokoloff, managing partner of Leonard Green & Partners, said, “We are delighted to have completed this transaction and eagerly anticipate our partnership with Varsity and its management team led by Jeff Webb. Leonard Green & Partners is committed to providing the capital necessary to grow Varsity's cheerleading, dance and soccer operations while continuing to provide quality service to its customers.”
Varsity stockholders who have stock certificates in their possession will receive instructions by mail from American Stock Transfer and Trust Company, the paying agent, concerning how and where to forward their certificates for payment. Varsity stockholders should exchange their stock certificates for the merger consideration promptly following receipt of these materials. It is not possible to defer recognition of income for tax purposes by delaying the exchange of stock certificates. Brokers will handle conversion for those holding Varsity stock in a brokerage account.
