Universal City Development Partners, Ltd. (d/b/a "Universal Orlando") announced today that UCDP Finance, Inc. and it (collectively, the "Issuers") have launched a cash tender offer and consent solicitation with respect to their outstanding $500 million in aggregate principal amount of 11.75% Senior Notes due 2010 ("the Notes").
Terms of the Tender Offer and Consent Solicitation
The tender offer and consent solicitation are being made on the terms and subject to the conditions set forth in an Offer to Purchase and Consent Solicitation Statement dated October 23, 2009 and the related Consent and Letter of Transmittal (together, the “Tender Offer Documents”). The total consideration (the "Total Consideration") for the Notes tendered and accepted for purchase pursuant to the tender offer will be $1,005 for each $1,000 principal amount of Notes tendered, as specified in the Tender Offer Documents. The Issuers will pay accrued and unpaid interest up to, but not including, the applicable payment date. Each holder who validly tenders its Notes and delivers consents to the Proposed Amendments (as defined below) prior to 5:00 p.m., New York City time, on November 5, 2009 (the “Consent Date”) shall be entitled to a consent payment, which is included in the Total Consideration, of $5.00 for each $1,000 principal amount of Notes tendered by such holder if such Notes are accepted for purchase pursuant to the tender offer.
The tender offer will expire at 5:00 p.m., New York City time, on November 20, 2009, unless extended or earlier terminated. Payments of the tender consideration for the Notes validly tendered and not withdrawn on or prior to the expiration date and accepted for purchase will be made pursuant to the Tender Offer Documents.
In connection with the tender offer, the Issuers are soliciting the consents of the holders of the Notes to proposed amendments to the indenture governing the Notes (the “Proposed Amendments”). The primary purpose of the consent solicitation and Proposed Amendments is to eliminate substantially all of the material restrictive covenants and certain events of default and related provisions in the indenture governing the Notes. In order for the Proposed Amendments to be effective, holders of a majority in aggregate principal amount of the Notes must consent to the Proposed Amendments. Holders of the Notes may not tender their Notes without delivering the related consents.
The consummation of the tender offer is conditioned upon, among other things, (i) the Issuers having available proceeds from new debt financing and from cash on hand sufficient to pay the aggregate Total Consideration; (ii) the tender of Notes representing a majority of the principal amount of Notes outstanding on or prior to the Consent Date; (iii) the execution of a supplemental indenture implementing the Proposed Amendments; and (iv) the tender of floating rate senior notes and 8 3/8% senior notes (collectively, the "Holdco Notes") issued by Universal City Florida Holding Co. I, Universal City Florida Holding Co. II, UCFH I Finance, Inc., and UCFH II Finance, Inc. representing a majority of the principal amount of such Holdco Notes outstanding on the Consent Date. If any of the conditions are not satisfied, the Issuers may terminate the tender offer and return tendered Notes, may waive unsatisfied conditions and accept for payment and purchase all validly tendered Notes that are not validly withdrawn prior to expiration, may extend the tender offer or may amend the tender offer. Full details of the terms and conditions of the tender offer are included in the Tender Offer Documents.
J.P. Morgan Securities Inc., Banc of America Securities LLC, Barclays Capital Inc., Deutsche Bank Securities Inc., Goldman, Sachs & Co. and Morgan Stanley & Co., Incorporated will act as Dealer Managers and Solicitation Agents for the tender offer and consent solicitation. Questions regarding the tender offer or consent solicitation may be directed to J.P. Morgan Securities Inc. at 212-270-1477 (collect).
D.F. King & Co., Inc. will act as the Information Agent for the tender offer and consent solicitation. Requests for documents related to the tender offer and consent solicitation may be directed to 212-269-5550 (for brokers and banks) or 800-549-6697 (for all others).
Neither the Park Advisory Board of Universal City Development Partners, Ltd. nor any other person makes any recommendation as to whether holders of Notes should tender their Notes or provide the related consents, and no one has been authorized to make such a recommendation. Holders of Notes must make their own decisions as to whether to tender their Notes and provide the related consents, and if they decide to do so, the principal amount of the Notes to tender.
This announcement shall not constitute an offer to purchase or a solicitation of an offer to sell any securities. The tender offer and consent solicitation are being made only through and subject to the terms and conditions set forth in the Tender Offer Documents and related materials. Holders of the Notes should read carefully the Tender Offer Documents and related materials before any decision is made with respect to the tender offer and consent solicitation.
ABOUT UNIVERSAL ORLANDO
Universal Orlando Resort has created some of the world’s most innovative theme park attractions based on pop culture’s most compelling films and stories. Guests experience two exciting theme parks - Universal Studios and Universal’s Islands of Adventure as well as Universal CityWalk, a 30-acre restaurant, shopping and nighttime entertainment complex; and three magnificently themed on-site Loews hotels - the Loews Portofino Bay Hotel, Hard Rock Hotel and the Loews Royal Pacific Resort. Flagship experiences featured in the theme parks include “The Simpsons Ride,” “Revenge of the Mummy - The Ride,” “The Incredible Hulk Coaster” and “The Amazing Adventures of Spider-Man.” More information is available at www.universalorlando.com.
At Universal Studios in 2009, Universal Orlando opened Hollywood Rip Ride Rockit, the most technologically advanced roller coaster in the world and - coming in 2010 - the highly anticipated Wizarding World of Harry Potter will open in Universal’s Islands of Adventure.
Contacts:
Universal Orlando Public Relations
Tom Schroeder, 407-363-8220
http://media.universalorlando.com
