National Vision to repay 12% notes, merge with Berkshire Partners, acquire Consolidated Vision

By Jennifer Chiou

New York, July 26 - National Vision, Inc. said it intends to redeem its 12% senior secured notes due 2009 at par as part of its merger agreement with Berkshire Partners LLC, under which it will be acquired for $7.25 per share.

Vision Acquisition Corp., an affiliate of Berkshire Partners, will tender for all outstanding shares of National Vision at $7.25 per share.

National Vision also announced it will acquire all outstanding shares of Consolidated Vision Group, Inc., which operates optical stores, for about $88 million, including debt repayment of about $48 million.

"The board has directed an aggressive program of exploring strategic and financial alternatives for the company since May 2004," Peter T. Socha, chairman of National Vision, said in a news release.

"With a premium of 42% to our last closing stock price on July 25, 2005, and a refinancing of all outstanding debt facilities, we believe that these transactions represent an excellent outcome for all our security holders."

The company plans to finance the repurchase and acquisition via a new credit facility arranged by Freeport Financial and a cash from Berkshire Partners.

If the acquisition is not completed by Dec. 22, National Vision will be obligated to pay a $4 million break up fee to the Consolidated Vision shareholders.

The acquisition is conditioned upon Vision Acquisition's completed tender offer for National Vision's shares and at least 67% of National Vision's stock being validly tendered.

Consolidated Vision has headquarters in Pennsauken, N.J. and Berkshire Partners is a private equity investor.

National Vision is a Lawrenceville, Ga., glasses and contact lens retailer, which announced plans to redeem $5.2 million of the notes on June 1 at par.

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