Equinox Holdings sets pricing in tender for $160 million 9% notes due 2009, receives consents

New York, Jan. 25 - Equinox Holdings, Inc. announced pricing in its cash tender offer for any and all of its $160 million of 9% senior notes due 2009 and said it receive the necessary consents to amend the securities.

For each $1,000 principal amount, Equinox will pay $1,075.64, including the $50 consent payment for those that tendered by the consent deadline of 5 p.m. ET on Jan. 25.

By that deadline, holders had tendered $158.165 million or 98.9% of the notes.

Equinox has executed a supplemental indenture that will go into effect when it buys the notes.

The tender was announced on Jan. 12 and the New York fitness club operator also said it was soliciting consents to amend the notes' indenture to eliminate all restrictive covenants, events of default and other provisions. Equinox must obtain tenders from a majority of noteholders to adopt the amendments.

The tender offer and consent solicitation are for the company's planned merger with The Related Cos., LP and subsidiary R-E Merger Corp.

The offer ends at midnight ET on Feb. 8, unless extended.

For each $1,000 principal amount of notes, Equinox set pricing based on the present value of $1,045 - the redemption price of the notes on Dec. 15, 2006, the notes' first call date - discounted using the yield to maturity of the 2 7/8% Treasury due Nov. 30 and 50 basis points.

The payout includes a $50.00 consent payment for those who tender their holdings before the consent deadline.

The offer is conditioned upon the completion of the merger; Related Cos. subsidiary Related Equinox Holdings Corp.'s receipt of financing to fund the merger consideration, the purchase of all validly tendered notes and consent payments and fees; the execution and delivery of a supplemental indenture; the amendment of the company's credit agreement and other conditions.

Merrill Lynch & Co. is the dealer manager and solicitation agent (call collect 212 449-4914 or 888 ML4-TNDR). Global Bondholder Services Corp. is the information agent (call collect 212 430-3774 or 866 470-4200).

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