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Palace Entertainment to begin change-of-control offer for 10 7/8% notes
By Jennifer Chiou
New York, Aug. 24 - Palace Holdings Group, LLC entered into a definitive stock purchase agreement to sell all of the issued and outstanding shares of Palace Entertainment Holdings, Inc. to Centaur Holdings United States, Inc. for $330 million, plus cash and less the amount of the company's outstanding debt as of July 31, according to an 8-K filing with the Securities and Exchange Commission.
As a result, Palace Entertainment, which owns Festival Fun Parks, LLC, will be required to hold a change-of-control offer for Festival's $150 million 10 7/8% senior notes, series A, due April 12, 2014.
The notes are guaranteed by Pinnacle Entertainment.
Under the stock purchase agreement, the 10 7/8% notes will remain in place following the closing of the proposed transaction. Under the note indenture, however, Pinnacle Entertainment will be required to notify noteholders of the change in control, and holders will have the option to tender their notes at 101% plus accrued interest.
If the proposed transaction is completed as expected, MidOcean will dispose of its entire investment in Pinnacle Entertainment and the professional services agreement between the companies will be terminated.
Centaur is an affiliate of Parques Reunidos, SA, which is primarily owned by Candover Partners Ltd.
Palace Holdings is primarily owned by MidOcean Partners, LP.
Based in Newport Beach, Calif., Palace Entertainment owns and manages a portfolio of 32 family oriented parks in eight states. Its brands include Boomers!, Malibu Grand Prix, Mountasia, Raging Waters, SpeedZone, Splish Splash, Silver Springs, Big Kahuna's and Wet 'N Wild.
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