Subj: Boston Chicken Board Approves Agreement to Acquire...
Date: 98-03-16 16:40:10 EST
From: AOL News
BCC: Semcominc
Boston Chicken Board Approves Agreement to Acquire Preferred Equity in Area Developers
GOLDEN, Colo., March 16 /PRNewswire/ -- Boston Chicken, Inc. (Nasdaq: BOST) today announced that its Board of Directors has approved an agreement to acquire BC Equity Funding, L.L.C. (BCEF) and Market Partners L.L.C. (Market Partners), funds that hold preferred equity interests in 11 of the company's 14 area developers. The agreement between a special committee of Boston Chicken's board and a committee elected to negotiate on behalf of the holders of the funds was previously announced on February 18, 1998. Because the negotiating committee is unable to bind the holders of the funds, the agreement will also require the approval of holders owning at least two- thirds of the units of each fund and will require certain regulatory approvals.
The agreement calls for Boston Chicken, Inc. to acquire BCEF and Market Partners in exchange for consideration of $126.8 million of PIK Preferred Stock, 3,500,000 shares of common stock and $10 million in cash. The 10% dividend on the Preferred Stock is payable in additional shares of Preferred Stock for a period of three years and payable in cash thereafter. The Preferred Stock is optionally redeemable by the company at any time, in cash, at redemption prices which start at 50% and increase over time. The Preferred Stock is mandatorily redeemable in 2005 at a price of 110%.
The PIK Preferred Stock and common stock have not been registered under the Securities Act of 1933, as amended, or any other state securities laws and may not be offered or sold except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act of 1933 and applicable state securities laws.
Boston Chicken, Inc. franchises and operates retail food service stores under the Boston Market brand name that specialize in fresh, convenient meal solutions, featuring homestyle entrees, fresh vegetables, sandwiches, salads and side dishes. Boston Market combines the freshness and quality of traditional home cooking with convenience and value. As of December 28, 1997, the end of the company's fiscal year, there were 1166 Boston Market stores in 38 states and the District of Columbia, of which 307 were company-owned stores. Boston Chicken also owns a majority interest in Einstein/Noah Bagel Corp.
SOURCE Boston Chicken, Inc.
CO: Boston Market, Inc.; BC Equity Funding, L.L.C.; Market Partners L.L.C.; Einstein/Noah Bagel Corp.
ST: Colorado
IN: RST FOD
SU: TNM
03/16/98 16:37 EST prnewswire.com |
