As previously announced, as a result of the receipt of the requisite consents from holders of the Notes to amend the indenture governing such Notes, the Company, the guarantors of the Notes and the trustee under the indenture governing such notes have executed and delivered a supplemental indenture, dated December 1, 2005 (the ``Supplemental Indenture''). The Supplemental Indenture will become operative upon acceptance of the Notes for purchase in the tender offer in accordance with the terms, and subject to the conditions, described in the Offer to Purchase and Consent Solicitation Statement, dated as of November 15, 2005 (the ``Offer to Purchase''). The Supplemental Indenture eliminates substantially all of the restrictive covenants and certain events of default relating to the Notes and all holders of untendered Notes shall be bound thereby.
The Notes are being tendered pursuant to the Offer to Purchase, which more fully sets forth the terms and conditions of the tender offer and consent solicitation. The consummation of the tender offer and consent solicitation is subject to the conditions set forth in the Offer to Purchase, including PGS obtaining the financing necessary to fund the tender offer and consent solicitation. PGS may, subject to certain restrictions, amend, extend or terminate the offer and consent solicitation at any time in its sole discretion without making any payments with respect thereto.
PGS has engaged UBS Securities LLC as dealer manager for the tender offer and solicitation agent for the consent solicitation. Questions regarding the tender offer and consent solicitation may be directed to the Liability Management Group at UBS at (888) 722-9555 x 4210 or (203) 719-4210. Requests for documentation should be directed to Global Bondholder Services Corp. at (866) 470-3900 or (212) 430-3774, the information agent for the tender offer and consent solicitation.
The tender offer and consent solicitation are made solely on the terms and conditions set forth in the Offer to Purchase. Under no circumstances shall this press release constitute an offer to buy or the solicitation of an offer to sell the Notes or any other securities of the Company. It also is not a solicitation of consents to the proposed amendments to the indenture governing the Notes. No recommendation is made as to whether holders of the Notes should tender their Notes or give their consent.
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