The notes will mature on April 1, 2014 unless earlier converted or repurchased. The notes will be senior unsecured obligations of Eddie Bauer and will rank equally in right of payment with all existing and future senior unsecured indebtedness of Eddie Bauer.
Eddie Bauer intends to use the net proceeds from the offering of approximately $71.5 million to repay a portion of the borrowings outstanding under Eddie Bauer Inc's term loan agreement which is expected to be amended and restated concurrently with the notes offering. The amendment and restatement of the term loan agreement is a condition to closing of the notes offering.
The notes, the subsidiary guarantees and the underlying shares of common stock have not been registered under the Securities Act of 1933, as amended, or any state securities laws, and may not be offered or sold in the United States or to U.S. persons absent registration or an applicable exemption from the registration requirements. This offering will be made only to qualified institutional buyers as defined in Rule 144A under the Securities Act of 1933, as amended.
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