STAMFORD, Conn., Jan. 14 /CNW/ -- Centerplate, Inc. (Amex: CVP; TSX:
CVP.un) announced today that it has reached a settlement to previously
disclosed litigation in connection with Centerplate's planned merger with an
affiliate of Kohlberg & Company, L.L.C., a leading private equity firm.
Centerplate and the plaintiffs have entered into a Memorandum of
Understanding regarding the settlement terms. This settlement, which is
subject to preliminary and final Court approval, would resolve the claims in
the lawsuit and does not change Centerplate's and its officers' and directors'
denial of any liability or responsibility for the claims made and makes no
admission of any wrongdoing.
As part of the settlement, Centerplate has agreed to file a supplement to
the previously-distributed proxy statement with the Securities and Exchange
Commission and also to mail a copy of the supplement to its security holders.
Security holders are strongly advised to read the proxy statement and the
supplement because they contain important information about the merger and the
parties to the merger.
As previously disclosed in the proxy statement, the Special Meeting of
Security Holders will be held on January 27, 2009 to approve the merger. It
is expected that following approval of the merger, receipt of tenders of at
least 50.1% of the company's outstanding notes, and satisfaction of other
customary closing conditions, the merger will close shortly thereafter.
Also, as previously disclosed, Centerplate's senior credit facility
requires it to defer interest on the subordinated notes following the November
2008 payment until the closing of the merger. Deferred interest, and interest
accrued thereon, will be paid on the notes that are validly tendered and
accepted by Centerplate for payment upon the closing of the merger and tender
offer on notes purchased in the tender offer. Following the closing, interest
on notes that remain outstanding as of the closing, will be paid in cash,
along with the deferred and accrued interest on those notes, at the next
regularly scheduled payment date to holders of record.
Centerplate, with its principal executive office in Stamford, CT, is a
leading provider of food and related services including concessions, catering
and merchandise services in more than 130 sports facilities, convention
centers and other entertainment venues throughout the United States and
Canada. Visit the company online at www.centerplate.com.
This news release includes forward-looking statements within the meaning
of Section 27A of the Securities Act and Section 21E of the Securities
Exchange Act. These statements may involve risks and uncertainties that could
cause actual results to differ materially from those described in such
statements. Although Centerplate believes that the expectations reflected in
these forward-looking statements are reasonable, the company can give no
assurance that these expectations will prove to have been correct or that they
Important factors beyond Centerplate's control, including general
economic conditions, consumer spending levels, changing trends in our business
and competitive environment, the company's borrowing capacity, the provisions
of the credit agreement, the provisions of the indenture, adverse weather
conditions and other factors, as well as the risks identified in our most
recent annual report on Form 10-K and other filings with the Securities and
Exchange Commission could cause actual results to differ materially from
Centerplate's expectations. Centerplate undertakes no obligation to update or
review any forward-looking statement, whether as a result of new information,
future developments or otherwise.
Except for the historical information contained herein, this press
release contains forward-looking statements. Such statements reflect
management's current forecast of certain aspects of our future. You can
identify most forward-looking statements by forward-looking words such as
"believe," "think," "may," "could," "will," "estimate," "anticipate,"
"intend," "seek," "plan," "expect," "should," "would" and similar expressions
in this release. Such statements are based on currently available information
and are subject to various risks, uncertainties and assumptions that could
cause actual results to differ materially from those anticipated or implied in
our forward- looking statements. Such risks, uncertainties and assumptions
include, among other things: the satisfaction of various conditions to the
memorandums of understanding/ settlements, our ability to successfully agree
on a stipulation of settlement and finalize the settlement of the lawsuits,
court approval of and dissemination of proper notice of court hearings
regarding the settlement, stockholders objections to the approval of the
settlements, stockholders opting out of the settlements, the court's
willingness to approve the settlements, an appeal of the settlements, our
insurance carrier's payment of settlement amounts in accordance with
Director of Communications
For further information:
For further information: Gael Doar of Centerplate, Inc., Director of
Communications, +1-203-975-5941, firstname.lastname@example.org Web Site: