Brookstone Announces Pricing of Notes Offering
September 27 2005 - 8:00PM
PR Newswire (US)
MERRIMACK, N.H., Sept. 27 /PRNewswire-FirstCall/ -- Brookstone,
Inc., (NASDAQ:BKST) announced today that Brookstone Company, Inc.,
its wholly-owned subsidiary, priced and entered into an agreement
to sell $185,000,000 principal amount of its 12.00% Second Lien
Senior Secured Notes due 2012 in a Rule 144A offering. The net
proceeds of the offering of the notes will be used, along with
proceeds from other equity financing, to consummate the acquisition
of Brookstone by a private consortium led by OSIM International
Ltd, a Singapore-listed healthy lifestyle products company. The
consortium also includes J.W. Childs Associates, LP, a Boston-based
private equity firm, and Temasek Holdings (Private) Limited, a
Singapore-based investment company. The offering of the notes and
the acquisition of Brookstone are both scheduled to close on
October 4, 2005. The merger has been approved by Brookstone's
shareholders. The notes have not been registered under the
Securities Act of 1933, as amended, or applicable state securities
laws, and will be offered only to qualified institutional buyers in
reliance on Rule 144A and in offshore transactions pursuant to
Regulation S under the Securities Act. Unless so registered, the
notes may not be offered or sold in the United States except
pursuant to an exemption from the registration requirements of the
Securities Act and applicable state securities laws. This press
release shall not constitute an offer to sell or the solicitation
of an offer to buy these securities, nor shall there be any sale of
these securities in any state in which such offer, solicitation or
sale would be unlawful prior to registration or qualification under
the securities laws of any such state. Statements in this release
which are not historical facts, including statements about the
Company's confidence or expectations, earnings, anticipated
operations of its e-commerce sites and those of third-party service
providers, and other statements about the Company's operational
outlook are forward-looking statements within the meaning of the
safe harbor provisions of the Private Securities Litigation Reform
Act of 1995 ("Reform Act") and are subject to risks and
uncertainties that could cause actual results to differ materially
from those set forth in such forward-looking statements. Such risks
and uncertainties include, without limitation, risks of changing
market conditions in the overall economy and the retail industry,
consumer demand, the effectiveness of e-commerce technology and
marketing efforts, availability of products, availability of
adequate transportation of such products, and other factors
detailed from time to time in the Company's annual and other
reports filed with the Securities and Exchange Commission. Words
such as "estimate," "project," "plan," "believe," "feel,"
"anticipate," "assume," "may," "will," "should" and similar words
and phrases may identify forward-looking statements. Statements
about a possible sale of its Gardeners Eden business constitute
forward-looking statements. The Company may not be able to complete
a sale on acceptable terms because of a number of factors,
including failure to reach agreement with a purchaser. Any
statements in this release made in connection with the merger
transaction are not forward-looking statements within the meaning
of the safe harbor provisions of the Reform Act. Readers are
cautioned not to place undue reliance on these forward-looking
statements, which speak only as of the date thereof. The Company
undertakes no obligations to publicly release any revisions to
these forward-looking statements or reflect events or circumstances
after the date hereof. Contact: Philip Roizin EVP of Finance and
Administration (603) 880-9500 Robert Fusco Investor Relations (603)
880-9500 DATASOURCE: Brookstone, Inc. CONTACT: Philip Roizin, EVP
of Finance and Administration, or Robert Fusco, Investor Relations,
both of Brookstone, +1-603-880-9500 Web site:
http://www.brookstone.com/
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