NEW YORK–(BUSINESS WIRE)–Constellation Merger Sub Inc. (the “Offeror”), an affiliate of certain
investment funds managed by affiliates of Apollo Global Management, LLC
(together with its consolidated subsidiaries, “Apollo”) (NYSE:APO),
announced today the consideration to be paid in the previously announced
cash tender offer (the “Tender Offer”) for any and all of ClubCorp Club
Operations, Inc.’s (“ClubCorp Operations”) outstanding 8.25% Senior
Notes due 2023 (the “Notes”) and related consent solicitation (the
The Tender Offer and Consent Solicitation are being made pursuant to an
Offer to Purchase and Consent Solicitation Statement dated July 25, 2017
and a related Letter of Transmittal dated July 25, 2017 (together, the
“Tender Offer Materials”).
As of 5:00 p.m., New York City time, on August 9, 2017 (the “Early
Tender Date”), as reported by Global Bondholder Services Corporation,
the tender and information agent for the Tender Offer, $346,464,000 in
aggregate principal amount, or approximately 98.99%, of the outstanding
$350,000,000 aggregate principal amount of Notes have been validly
tendered and not validly withdrawn. The applicable Reference Yield,
Tender Consideration and Total Consideration (each as defined below) for
the principal amount of such Notes accepted for purchase are detailed in
the table below.
60% of “Make-
|1.25% due December 15, 2018||1.297%||+50||$683.72||$433.00||$1,116.72||$30.00||$1,086.72|
In addition to (i) in the case of Notes tendered at or prior to the
Early Tender Date and accepted for purchase, the total consideration
specified in the table above (the “Total Consideration”) and (ii) in the
case of Notes tendered after the Early Tender Date and accepted for
purchase, the tender consideration specified in the table above (the
“Tender Consideration”), holders will also receive accrued and unpaid
interest from the last interest payment date for the Notes up to, but
not including, the settlement date for Notes accepted for purchase in
the Tender Offer.
The Total Consideration and the Tender Consideration were calculated in
the manner described in Schedule A to the Tender Offer Materials by
reference to the fixed spread (the “Fixed Spread”) specified in the
table above plus the yield to maturity (the “Reference Yield”) based on
the bid-side price of the Reference U.S. Treasury Security specified in
the table above at 11:00 a.m., New York City time, on September 13,
2017. The Total Consideration includes the early participation premium
of $30.00 for each $1,000 principal amount of Notes.
The Tender Offer will expire at 11:00 a.m., New York City time, on
September 15, 2017, unless further extended or earlier terminated.
The withdrawal deadline for the Tender Offer was 5:00 p.m., New York
City time, on August 7, 2017 (the “Withdrawal Deadline”) and has not
been extended. Accordingly, previously tendered Notes and Notes tendered
after the Withdrawal Deadline may not be withdrawn, subject to
The Tender Offer and Consent Solicitation are being conducted in
connection with the previously announced merger agreement, pursuant to
which, among other things, Constellation Club Parent, Inc., the parent
of the Offeror, has agreed to acquire ClubCorp Holdings, Inc., the
parent of ClubCorp Operations (the “Acquisition”). The Offeror’s
obligation to accept and pay for the Notes is conditioned upon, among
other things, the substantially concurrent closing of the Acquisition.
RBC Capital Markets, LLC is acting as dealer manager and solicitation
agent (the “Dealer Manager”) and Citigroup Global Markets Inc., Barclays
Capital Inc., Credit Suisse Securities (USA) LLC, Deutsche Bank
Securities Inc. and Goldman Sachs & Co. LLC are acting as co-dealer
managers and co-solicitation agents (together with the Dealer Manager,
the “Dealer Managers”) for the Tender Offer and Consent Solicitation.
Global Bondholder Services Corporation is acting as the tender agent and
information agent for the Tender Offer and Consent Solicitation.
Requests for documentation may be directed to Global Bondholder Services
Corporation at (212) 430-3774 (for brokers and banks) or (866) 470-3900
(for all others).
Questions or requests for assistance in relation to the Tender Offer and
Consent Solicitation may be directed to the Dealer Manager at (877)
381-2099 (toll free) or (212) 618-7822 (collect).
This announcement is for informational purposes only. This announcement
is not an offer to purchase or a solicitation of an offer to purchase
with respect to any Notes. The Tender Offer and the Consent Solicitation
are being made solely pursuant to the Offer to Purchase and Consent
Solicitation Statement and related documents. The Tender Offer and
Consent Solicitation are not being made to holders of Notes in any
jurisdiction in which the making or acceptance thereof would not be in
compliance with the securities, blue sky or other laws of such
jurisdiction. In any jurisdiction in which the securities laws or blue
sky laws require the Tender Offer and Consent Solicitation to be made by
a licensed broker or dealer, the Tender Offer and Consent Solicitation
will be deemed to be made on behalf of the Offeror by the Dealer
Managers, or one or more registered brokers or dealers that are licensed
under the laws of such jurisdiction.
Apollo is a leading global alternative investment manager with offices
in New York, Los Angeles, Houston, Chicago, St. Louis, Bethesda,
Toronto, London, Frankfurt, Madrid, Luxembourg, Mumbai, Delhi,
Singapore, Hong Kong and Shanghai. Apollo had assets under management of
approximately $232 billion as of June 30, 2017 in private equity, credit
and real estate funds invested across a core group of nine industries
where Apollo has considerable knowledge and resources. For more
information about Apollo, please visit www.agm.com.
This press release contains forward-looking statements within the
meaning of applicable federal securities laws. The forward-looking
statements include, without limitation, statements concerning the Tender
Offer and Consent Solicitation. Forward-looking statements involve risks
and uncertainties, including but not limited to economic, competitive,
and technological factors outside the Offeror’s or ClubCorp’s control
that may cause actual results to differ materially from the
forward-looking statements. You should not place undue reliance on
forward-looking statements as a prediction of actual results. The
Offeror expressly disclaims any obligation or undertaking to release
publicly any updates or revisions to any forward-looking statements to
reflect any change in expectations or events, conditions or
circumstances on which any such statements are based.
For investor inquiries regarding Apollo, please
Gary M. Stein, 212-822-0467
Head of Corporate
Apollo Global Management, LLC
Investor Relations Manager
media inquiries regarding Apollo, please contact:
Rubenstein Associates, Inc. for Apollo Global