Centerbridge Partners, L.P. and P.F. Chang’s China Bistro, Inc. Announce Amendment to Merger Agreement
P.F. Chang's China Bistro, Inc. (NASDAQ: PFCB) and Centerbridge Partners, L.P. announced the execution of a senior notes note purchase agreement and the entry into a credit agreement relating to the financing of the proposed acquisition of the Company pursuant to the terms of the Agreement and Plan of Merger, dated as of May 1, 2012, by and among Wok Parent LLC, Wok Acquisition Corp. and the Company.
In connection therewith, the Company and Centerbridge agreed to amend the merger agreement and delete the financing proceeds condition to Purchaser’s tender offer to acquire all of the outstanding shares of Company common stock. Prior to this amendment, Purchaser was not obligated to accept shares tendered in the tender offer unless Parent had received the proceeds of the financing commitments from the lenders as described in the debt commitment letter executed in connection with the entry into the merger agreement. The tender offer is scheduled to expire at midnight at the end of the day on June 28, 2012, unless further extended, and remains subject to the other conditions described in the tender offer materials, including the tender of at least 83% of the outstanding shares of the Company common stock.
The amendment to the merger agreement also provides, among other things, that Purchaser will have the right in its sole discretion to extend the offer for one or more periods, in consecutive increments of up to 10 business days each (the precise length of which is in Parent’s sole discretion).
Subject to the satisfaction or waiver of the other conditions described in the tender offer materials, Centerbridge and the Company anticipate that the closing of the tender offer and the subsequent merger of Purchaser into the Company will occur on June 29, 2012. Centerbridge will file with the SEC an amendment to its tender offer statement on Schedule TO setting forth the terms of the amended merger agreement.
About P.F. Chang’s
P.F. Chang’s China Bistro, Inc. owns and operates two restaurant concepts in the Asian niche. P.F. Chang’s China Bistro features a blend of high-quality, Chinese-inspired cuisine and American hospitality in a sophisticated, contemporary bistro setting. Pei Wei Asian Diner offers a modest menu of freshly prepared pan-Asian cuisine in a relaxed, warm environment offering attentive counter service and take-out flexibility. In addition, the Company has extended its brands to international markets, airport locations, and retail products all of which are operated under licensing agreements. The Company has also announced an agreement to exercise its right to convert an outstanding loan facility it provided to True Food Kitchen, a Fox Restaurant Concept specializing in healthy, locally sourced and globally inspired meals, to a majority equity position in True Food Kitchen. The Company and True Food Kitchen recently agreed to postpone the effective date of the conversion until October 31, 2012, provided that if the merger of Purchaser into the Company as described in the tender offer materials is consummated before this date, the Company’s conversion election will be automatically terminated and rescinded and the loan facility will continue to operate in full force and effect and on the same terms and conditions after the merger as prior to the Company’s conversion election.
About Centerbridge
Centerbridge Partners, L.P. is a private investment firm headquartered in New York City with approximately $20 billion in capital under management. The firm focuses on private equity and credit investments. The firm is dedicated to partnering with world-class management teams across targeted industry sectors to help companies achieve their operating and financial objectives.
The amendment to the merger agreement also provides, among other things, that Purchaser will have the right in its sole discretion to extend the offer for one or more periods, in consecutive increments of up to 10 business days each (the precise length of which is in Parent’s sole discretion).
Subject to the satisfaction or waiver of the other conditions described in the tender offer materials, Centerbridge and the Company anticipate that the closing of the tender offer and the subsequent merger of Purchaser into the Company will occur on June 29, 2012. Centerbridge will file with the SEC an amendment to its tender offer statement on Schedule TO setting forth the terms of the amended merger agreement.
About P.F. Chang’s
P.F. Chang’s China Bistro, Inc. owns and operates two restaurant concepts in the Asian niche. P.F. Chang’s China Bistro features a blend of high-quality, Chinese-inspired cuisine and American hospitality in a sophisticated, contemporary bistro setting. Pei Wei Asian Diner offers a modest menu of freshly prepared pan-Asian cuisine in a relaxed, warm environment offering attentive counter service and take-out flexibility. In addition, the Company has extended its brands to international markets, airport locations, and retail products all of which are operated under licensing agreements. The Company has also announced an agreement to exercise its right to convert an outstanding loan facility it provided to True Food Kitchen, a Fox Restaurant Concept specializing in healthy, locally sourced and globally inspired meals, to a majority equity position in True Food Kitchen. The Company and True Food Kitchen recently agreed to postpone the effective date of the conversion until October 31, 2012, provided that if the merger of Purchaser into the Company as described in the tender offer materials is consummated before this date, the Company’s conversion election will be automatically terminated and rescinded and the loan facility will continue to operate in full force and effect and on the same terms and conditions after the merger as prior to the Company’s conversion election.
About Centerbridge
Centerbridge Partners, L.P. is a private investment firm headquartered in New York City with approximately $20 billion in capital under management. The firm focuses on private equity and credit investments. The firm is dedicated to partnering with world-class management teams across targeted industry sectors to help companies achieve their operating and financial objectives.