Pep Boys tenders for 7% notes

New York, Nov. 29 - The Pep Boys - Manny, Moe & Jack said the company has begun a cash tender offer for any and all of its $100 million principal amount of outstanding 7% notes due 2005 and is also soliciting noteholder consents to proposed amendments that would, among other things, eliminate all of the restrictive covenants and all event-of-default provisions, except for the failure to pay principal or interest on the securities.

It set a consent deadline of 5 p.m. ET on Dec. 10 and an expiration deadline of 12:01 a.m. ET on Dec. 28, with both deadlines subject to possible extension.

Pep Boys, a Philadelphia-based automotive aftermarket and service chain, said that holders who validly tender their notes by the consent deadline will receive $1,018.50 per $1,000 principal amount of notes. The total includes a $15 per $1,000 principal amount consent payment.

Noteholders tendering after the consent deadline but before the offer expires will receive $1,003.50 per $1,000 principal amount.

All tendering noteholders will also receive accrued and unpaid interest up to, but not including, the applicable settlement date. The first settlement date, for holders tendering their notes by the consent deadline, will take place promptly after the consent deadline. The final settlement date, for holders tendering their notes after the consent deadline, will take place promptly after the offer expiration.

Holders tendering their notes will be required to consent to the proposed indenture amendments.

The offer is subject to certain conditions, including Pep Boys' receipt of tenders for a majority of the principal amount of the outstanding notes, and the receipt of financing on acceptable terms sufficient to complete the offer (Pep Boys separately announced plans to raise $150 million through a public offering of new senior subordinated notes due 2014).

Goldman, Sachs & Co. is the dealer manager and solicitation agent. Global Bondholder Services is the information agent and tender agent (866 857-2200 or call collect at 212 357-7867).

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