EXHIBIT 99.1
FOR IMMEDIATE RELEASE Contact: Richard Szymanski (973) 808-7751
PRIME HOSPITALITY CORP. ANNOUNCES CASH TENDER OFFER AND RELATED CONSENT
SOLICITATION FOR ITS 8-3/8% SENIOR SUBORDINATED NOTES DUE 2012
Fairfield, NJ - September 9, 2004 - Prime Hospitality Corp. (NYSE:
PDQ) announced today that it had commenced a cash tender offer to purchase any
and all of its outstanding 8-3/8% Senior Subordinated Notes due 2012 (the
"Notes") (CUSIP No. 741917AJ7), as well as a related consent solicitation to
amend the Notes and the indenture pursuant to which they were issued. The tender
offer and consent solicitation are being conducted in connection with Prime
Hospitality's previously announced agreement to merge with an affiliate of The
Blackstone Group.
The consent solicitation will expire at 5:00 p.m., New York City
time, on Wednesday, September 22, 2004, unless extended or amended by the
Company. Tendered Notes may not be withdrawn and consents may not be revoked
after the consent expiration date. The tender offer will expire at 8:00 a.m.,
New York City time, on Friday, October 8, 2004, unless extended or earlier
terminated by the Company.
Holders tendering their Notes will be required to consent to
proposed amendments to the Notes and to the indenture governing the Notes, which
will eliminate substantially all of the restrictive covenants and certain events
of default, amend the merger and consolidation covenant and make changes to the
defeasance provisions. Holders may not tender their Notes without also
delivering consents or deliver consents without also tendering their Notes.
The total consideration to be paid for each $1,000 principal amount
of Notes will be a price equal to the present value, as of the payment date for
such Notes purchased in the tender offer, of the earliest redemption price for
such Notes ($1,041.88) and interest that would accrue on such Notes from the
payment date up to, but not including the earliest redemption date (May 1,
2007), calculated based on (A) the yield to maturity on the 4.375% U.S. Treasury
Note due May 15, 2007, as calculated by Banc of America Securities LLC in
accordance with standard market practice, based on the bid price of such
reference security as of 2:00 p.m., New York City time, on the tenth business
day immediately preceding the Tender Offer Expiration Date, as displayed on
Bloomberg Government Pricing Monitor on "Page PX5" or any recognized quotation
source selected by Banc of America Securities LLC in its sole discretion, plus
(B) 50 basis points. Holders whose Notes are accepted for payment will also be
paid accrued and unpaid interest up to, but not including the date of payment
for the Notes. The total consideration includes a consent payment of $30.00 per
$1,000 principal amount of the Notes which will be payable only in respect of
the Notes purchased that are tendered on or prior to the consent expiration
date. Holders who tender their Notes after the consent expiration date will not
be entitled to receive the consent payment.
The tender offer and consent solicitation are made upon the terms
and conditions set forth in the Offer to Purchase and Consent Solicitation
Statement, dated September 9, 2004 and the related Consent and Letter of
Transmittal. The tender offer and consent solicitation are subject to the
satisfaction of certain conditions, including receipt of consents sufficient to
approve the proposed amendments and the merger having occurred or occurring
substantially concurrent with the tender offer expiration date. The purpose of
the tender offer is to acquire all outstanding Notes in connection with the
merger. The purpose of the consent solicitation is to, among other things, amend
the Notes and the indenture governing the Notes to eliminate substantially all
of the restrictive covenants and certain events of default, amend the merger and
consolidation covenant and make changes to the defeasance provisions (and make
related changes in the Notes).
Prime Hospitality has retained Banc of America Securities LLC and
Bear, Stearns & Co. Inc. to act as the Dealer Managers for the tender offer and
Solicitation Agents for the consent solicitation. Banc of America Securities LLC
can be contacted at (888) 292-0070 (toll free) and (704) 388-9217 and Bear,
Stearns & Co. Inc. can be contacted at (877) 696-BEAR (toll free). The tender
offer and consent solicitation documents are expected to be distributed to
holders beginning today. Requests for documentation may be directed to D.F. King
& Co., Inc., the Information Agent, which can be contacted at (212) 269-5550
(for banks and brokers only) and (800) 628-8532 (for all others toll free).
This release is for informational purposes only and is neither an
offer to purchase nor a solicitation of an offer to sell the Notes. The offer to
buy the Notes is only being made pursuant to the tender offer and consent
solicitation documents, including the Offer to Purchase and Consent Solicitation
Statement that Prime Hospitality is distributing to Noteholders. The tender
offer and consent solicitation are not being made to Noteholders in any
jurisdiction in which the making or acceptance thereof would not be in
compliance with the securities, blue sky or other laws of such jurisdiction. In
any jurisdiction in which the tender offer or consent solicitation are required
to be made by a licensed broker or dealer, they shall be deemed to be made by
Banc of America Securities LLC or Bear, Stearns & Co. Inc. on behalf of the
Company.
