Rocky Mountain Dealerships Inc. announces offer to acquire all of its outstanding 7.00% convertible unsecured subordinated debentures

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[{"type":"text","content":"\n\n\n\n\n\nCALGARY, Feb. 21, 2012 /CNW/ - Rocky Mountain Dealerships Inc. (\"Rocky\") (TSX:RME; RME.DB) is pleased to announce that in accordance with its previous\n announcement it has made an offer (the \"Offer\") to purchase all of its 7.00% convertible unsecured subordinated\n debentures due September 30, 2017 (the \"Debentures\") at a purchase price of $1,125 for each $1,000 principal amount of\n Debentures (the \"Offer Price\"), representing a premium of $125 to the face value of the Debentures\n per $1,000 principal amount..\n\n\nIn connection with the Offer, Rocky will hold a meeting (the \"Meeting\") for holders of the Debentures (\"Debentureholders\") on March 23, 2012, in Calgary, Alberta, to consider and approve\n amendments to the trust indenture governing the Debentures that will\n permit Rocky to, within 30 days of the expiry of the Offer, redeem any\n Debentures not tendered to the Offer at a redemption price equal to the\n Offer Price (the \"Redemption\").\n\n\nThere is currently $31,500,000 aggregate principal amount of Debentures\n outstanding.  Assuming all of the Debentures are purchased pursuant to\n the Offer and/or the Redemption, the aggregate purchase price to Rocky,\n before costs and expenses of the Offer and Redemption and not including\n accrued and unpaid interest payable on the Debentures, will be\n $35,437,500, which Rocky intends to finance with available working\n capital and the funds from a credit facility to be provided by a\n syndicate of lenders.\n\n\nDebentureholders who tender their Debentures to the Offer will receive\n accrued and unpaid interest on such Debentures up to and including the\n date the Debentures are taken up by Rocky under the Offer. \n Debentureholders whose Debentures are redeemed pursuant to the\n Redemption will receive accrued and unpaid interest up to and including\n the date of redemption.\n\n\nThe Offer is conditional on Debentureholders approving the Redemption or\n at least 50% of the outstanding Debentures being validly deposited to\n the Offer and not withdrawn, and other conditions customary for\n transactions of this nature.\n\n\nFull details of the Offer and Redemption are included in Rocky's\n combined management proxy circular, offer to purchase and issuer bid\n circular (the \"Circular\"), which includes a copy of the formal valuation of the ...

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