Reddy Ice Amends Merger Agreement with GSO Capital Partners; Provides Update on Outcome of 'Go Shop' Period
Reddy Ice also announced the conclusion on August 14, 2007 of the "go shop" period for solicitation of alternative transactions to the merger contemplated by the Merger Agreement.
03/09/07 Reddy Ice Holdings, announced that it has amended its agreement and plan of merger dated as of July 2, 2007 among Reddy Ice and Frozen, LLC, Hockey Parent Inc. and Hockey MergerSub, Inc., entities formed by funds managed by GSO Capital Partners LP.
Reddy Ice also announced the conclusion on August 14, 2007 of the "go shop" period for solicitation of alternative transactions to the merger contemplated by the Merger Agreement. Since the signing of the Merger Agreement on July 2, 2007, the Company and its financial advisors have contacted 47 potential buyers. At the time the "go shop" period ended, the Company was not actively engaged in discussions with any potential buyers regarding alternative proposals.
Reflecting the parties' continuing efforts to achieve the successful consummation of the transactions, the parties have amended the merger agreement as follows:
The Parents have agreed to reduce, from $7.0 million to $3.5 million, the maximum expense reimbursement which they may receive if the Company's stockholders reject the merger.
The Parents have been provided the right to extend the pre-closing marketing period to any date on or prior to January 31, 2008, and, if the Company consents in its sole discretion, to extend such period from January31, 2008 to any date on or prior to February 28, 2008.
The limitations on the Company's dividends during the fourth quarter of 2007 have also been amended. Pursuant to the amendment, if the merger closes between November 1, 2007 and December 31, 2007, the Company will be permitted to pay a special partial dividend for the fourth quarter, in an amount not to exceed the lesser of the pro rata portion of the Company's customary $0.42 per quarter dividend for the portion of the quarter occurring prior to the closing date and $0.21 per share, or one-half of the Company's current quarterly dividend rate. If the merger does not close on or prior to December 31, 2007, the Company would be permitted to pay its full quarterly dividend for the fourth quarter. The amendment does not permit the payment of a partial dividend for the first quarter of 2008, in the event that the merger closes in 2008.
The Company's board of directors has not yet set a date for the special meeting of stockholders for the purpose of voting on the proposed merger, however the Company has declared a record date of September 10, 2007 for the determination of stockholders entitled to vote at the special meeting. The Company anticipates that the special meeting will be held in the middle of October. The Company has received all necessary regulatory approvals for the merger.
