Upon the occurrence of a change of control, each holder of Rifkin notes
will have the right to require the issuers to purchase all or a portion of such
holder's notes at 101% of the principal amount thereof, together with accrued
and unpaid interest, to the date of purchase. Our acquisition of Rifkin will
trigger this requirement. We intend to repurchase the Rifkin notes within 120
days of the Rifkin acquisition.
The Rifkin notes are jointly and severally guaranteed on a senior
subordinated basis by specified subsidiaries of the issuers. The guarantees of
the Rifkin notes will be general unsecured obligations of the guarantors and
will be subordinated in right of to all existing and future senior debt of the
guarantors. As of June 30, 1999, $125.0 million aggregate principal amount of
the Rifkin notes remains outstanding.
Among other restrictions, the indentures governing the Rifkin notes contain
covenants which limit the ability of the issuers and specified subsidiaries to:
- assume additional debt and issue specified additional equity interests;
- make restricted payments;
- enter into transactions with affiliates;
- incur liens;
- make specified contributions and payments to Rifkin Acquisition Partners,
- transfer specified assets to subsidiaries; and
- merger, consolidate, and transfer all or substantially all of the assets
of Rifkin Acquisition Partners, L.L.L.P. to another person.