Centerplate Signs Merger Agreement with Kohlberg & Company



    Centerplate Obtains Additional Amendment to Senior Credit Facility

    STAMFORD, Conn., Sept. 19 /CNW/ -- Centerplate, Inc. (Amex:   CVP; TSX:
CVP.un), today announced that it has signed a definitive merger agreement with
an affiliate of Kohlberg & Company, L.L.C. (Kohlberg & Company), a leading
private equity firm, to be acquired in an all cash transaction.  The Board of
Directors of Centerplate has unanimously approved the transaction.
    Under the terms of the agreement, the transaction will be accomplished
through a debt tender for up to 70% of the notes and a merger in which 100% of
the Company's common stock will be acquired.  Each unit holder who tenders the
notes underlying their units will receive $3.99 for each note tendered,
subject to proration if more than 70% of the notes are tendered.  At the
closing of the merger, each unit holder will also receive $0.01 per share for
the common stock underlying their units for a total payment to IDS holders of
$4.00 per unit. This represents a premium of approximately 33% over
Centerplate's closing price today.
    David Williams, Chairman of the Board of Centerplate said, "In May of
this year we initiated a formal process to identify the best structure to give
Centerplate the flexibility to strengthen the company and maximize value for
unit holders.  The process has been extensive and we have thoroughly reviewed
a number of alternatives.  Given the realities of the economic environment and
tight credit markets, we are confident that we have found the best available
outcome for our unit holders and the company."
    Janet Steinmayer, President and CEO of Centerplate said, "We are
extremely pleased to be joining with Kohlberg & Company -- a private equity
firm with a solid track record of investing in companies like ours -- in a
transaction that will provide important benefits for unit holders, clients,
employees and other stakeholders.  Kohlberg recognizes the strength of our
franchise and shares our vision so we will be in an even stronger position to
serve the long-term interests of our clients."
    "Centerplate is recognized as an innovative market leader.  We are
excited to partner with Centerplate as it continues to help clients grow their
business," said Gordon Woodward of Kohlberg & Company.
    The transaction is expected to be completed in the first quarter of 2009,
and is subject to the approval of holders of a majority of the common stock,
receipt of valid tenders of 50.1% of the notes, receipt of consent from
holders of at least 50.1% of the notes to certain amendments to the indenture
governing the notes, and the receipt of third-party approvals and other
customary closing conditions.  The transaction will be financed by Kohlberg
through a combination of equity and debt financing.
    Centerplate also obtained an additional amendment to its senior credit
facility to allow time for the completion of the acquisition by Kohlberg &
Company.  The key terms of the new amendment extend the adjusted senior
leverage ratio, obtained in the May 2008 amendment, through February of 2009
and exclude transaction fees from the calculation of the ratios.  While the
amendment permits the Company to pay interest on the subordinated notes on
November 20, 2008, the credit agreement will require the company to defer
interest on the subordinated notes following the November payment until the
closing of the transaction.  Deferred interest, and interest accrued thereon,
will be paid on the closing date of this transaction.  If the merger agreement
announced today is not completed by March 2009, the Company will require a
further amendment to its senior credit facility.
    
    About the Transaction
    
    In connection with the proposed merger, Centerplate will file a proxy
statement with the Securities and Exchange Commission.  Investors and security
holders are strongly advised to read the proxy statement when it becomes
available because it will contain important information about the merger and
the parties to the merger. Information concerning the interests of
Centerplate's officers and directors in the solicitation, which may be
different than those of Centerplate's security holders generally, will be set
forth in the proxy statement relating to the merger.  Investors and security
holders may obtain a free copy of the proxy statement (when available) and
other documents filed by Centerplate at the Securities and Exchange
Commission's Web site at http://www.sec.gov.  The proxy statement and other
documents also may be obtained for free from Centerplate by directing such
request to Centerplate, Investor Relations, 2187 Atlantic Street, Stamford, CT
06902, or by calling 203-975-5941 or by going to the company's web site at
www.centerplate.com .
    This press release is neither an offer to purchase nor a solicitation of
an offer to sell the notes or any other security.  An official offer to
purchase and the related letter of transmittal will be sent to unit holders.
    UBS Investment Bank is acting as financial advisor to Centerplate and
Cahill Gordon & Reindel LLP is acting as its legal advisor.  Abrams & Laster
is acting as special Delaware counsel to the Board of Directors.  Evercore
Partners has provided the Board of Directors with an opinion in connection
with the transaction.  The Blackstone Group is acting as financial advisor and
Ropes & Gray LLP is acting as legal advisor to Kohlberg & Company.
    
    About Centerplate
    
    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.
    
    About Kohlberg & Company
    
    Kohlberg & Company, L.L.C. is a leading private U.S. equity firm with
offices in Mt. Kisco, New York and Menlo Park, California.  Since its
inception in 1987, Kohlberg has completed more than 90 platform and add-on
acquisitions as the control investor in a variety of industries including
manufacturing, healthcare, consumer products and service industries.  Kohlberg
has invested a total of $2 billion in equity across six private equity funds
with aggregate transaction value of approximately $7 billion.
    
    Forward-Looking Statements
    
    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
will occur.  Important factors beyond Centerplate's control, including general
economic conditions, the outcome of the company's exploration of alternatives,
consumer spending levels, changing trends in our business and competitive
environment, the company's borrowing capacity and 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.

    
    Contact Information
    Gael Doar
    Director of Communications
    203-975-5941
    gael.doar@centerplate.com

    




For further information:

For further information: Gael Doar, Director of Communications of
Centerplate, +1-203- 975-5941, gael.doar@centerplate.com; Web Site:
http://www.centerplate.com, http://www.sec.gov

Organization Profile

Centerplate

More on this organization

KOHLBERG & COMPANY, L.L.C.

More on this organization


Custom Packages

Browse our custom packages or build your own to meet your unique communications needs.

Start today.

CNW Membership

Fill out a CNW membership form or contact us at 1 (877) 269-7890

Learn about CNW services

Request more information about CNW products and services or call us at 1 (877) 269-7890