Gregg gets required consents in tender for 9% notes, sets pricing

By Susanna Moon

Chicago, July 10 - Gregg Appliances, Inc. said it received the required consents in the tender offer and consent solicitation for all of its $111,205,000 of outstanding 9% senior notes due 2013.

Noteholders had tendered and submitted consents for $104,272,000, or 93.8%, of the notes as of 5 p.m. ET on July 10, the consent deadline. Gregg needed tenders and consents from holders of a majority of the notes.

The company will pay $1,092.19 for each $1,000 principal amount of notes tendered plus accrued interest up to but excluding the settlement date, which is expected to be July 25.

The payout includes a $30.00 consent payment for notes tendered by the consent deadline.

The total consideration was determined at 2 p.m. ET on July 10 based on a fixed spread of 50 basis points over the bid-side yield to maturity of the 4 7/8% U.S. Treasury note due Jan. 31, 2009.

The tender offer will expire at midnight ET on July 24.

The offer is being made in connection with the initial public offering of hhgregg, Inc.'s common stock. After hhgregg's registration statement becomes effective, hhgregg will become Gregg's parent company in a corporate reorganization.

The tender offer is conditioned upon the IPO of hhgregg yielding proceeds of at least $50 million and the closing of debt refinancing of Gregg, in which it will restate its existing $75 million revolving credit facility to increase the facility amount to $100 million and enter a new $100 million term loan B.

Wachovia Securities (866 309-6316 or collect 704 715-8341) is the dealer manager and solicitation agent for the tender offer and consent solicitation. Global Bondholder Services Corp. (866 470-4500 or collect 212 430-3774) is the information agent and tender agent.

Indianapolis-based Gregg sells consumer electronics, home appliances, mattresses and related services, operating under the hhgregg and Fine Lines brands.

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