Eric J. Moreels
Jan 29, 2002, 09:58 pm
{Originally posted at X-Fan v3.0 on December 6, 2001}
<a href="http://x-mencomics.com/xfan/images/logos/marventlogo.jpg" target="_blank"><img src="http://x-mencomics.com/xfan/images/logos/marventlogo-t.jpg" align=left alt="Marvel Enterprises, Inc. logo"></a>Marvel Enterprises, Inc. announced via a press release (http://biz.yahoo.com/bw/011203/30086_1.html) on Monday that it has arranged for a new senior credit facility with HSBC Bank USA.
The facility has two separate components, the first of which is a $20 million revolving letter of credit facility renewable annually for 3 years, and the second is a three-year term loan for up to $60 million. The interest rate for the facility is at a margin above LIBOR, consistent with current market conditions. The proceeds from the term loan are available only to purchase Marvel's 12% Senior Notes due 2009. The HSBC loan arrangement provides limits on the price that can be paid for the purchase of the Senior Notes and establishes January 31, 2002 as the absolute last date by which the Senior Notes can be purchased by the Company with the proceeds of the term loan.
As required by HSBC, Mr. Isaac Perlmutter, a director and major shareholder of the Company, guaranteed a portion of the Company's obligations to the bank. In consideration of Mr. Perlmutter's guarantee, the Company has agreed to issue to Mr. Perlmutter five-year warrants to purchase up to five million shares of the Company's common stock at the current market price. The final amount of warrants to be issued will be determined by certain future events.
Marvel and Mr. Perlmutter have also entered into an agreement providing, among other things, for the sale by Mr. Perlmutter to the Company of approximately $43 million principal amount of the Company's Senior Notes for approximately 53% of face value. In the third quarter of 2001, the Company purchased from other sellers approximately $51 million principal amount of its Senior Notes at a cost of approximately 51% of face value.
Additionally, the Company entered into a six-year employment agreement with Mr. Perlmutter for his future service as Vice Chairman of the Company, providing for 3.95 million market-priced common stock options, subject to varying forfeiture provisions. The issuance of the warrants and the options to Mr. Perlmutter are subject to shareholder approval, with alternative cash arrangements provided for in the event such approval is not obtained. The warrant agreement further provides, among other things, that the Company may terminate the warrant agreement prior to December 31, 2001 under certain conditions.
In considering the transactions with Mr. Perlmutter, the Board of Directors of the Company established a Special Committee of independent directors which has engaged its own counsel, investment bankers and compensation consultants.
Copies of the agreements relating to these transactions will be filed shortly with the Securities and Exchange Commission.
<a href="http://x-mencomics.com/xfan/images/logos/marventlogo.jpg" target="_blank"><img src="http://x-mencomics.com/xfan/images/logos/marventlogo-t.jpg" align=left alt="Marvel Enterprises, Inc. logo"></a>Marvel Enterprises, Inc. announced via a press release (http://biz.yahoo.com/bw/011203/30086_1.html) on Monday that it has arranged for a new senior credit facility with HSBC Bank USA.
The facility has two separate components, the first of which is a $20 million revolving letter of credit facility renewable annually for 3 years, and the second is a three-year term loan for up to $60 million. The interest rate for the facility is at a margin above LIBOR, consistent with current market conditions. The proceeds from the term loan are available only to purchase Marvel's 12% Senior Notes due 2009. The HSBC loan arrangement provides limits on the price that can be paid for the purchase of the Senior Notes and establishes January 31, 2002 as the absolute last date by which the Senior Notes can be purchased by the Company with the proceeds of the term loan.
As required by HSBC, Mr. Isaac Perlmutter, a director and major shareholder of the Company, guaranteed a portion of the Company's obligations to the bank. In consideration of Mr. Perlmutter's guarantee, the Company has agreed to issue to Mr. Perlmutter five-year warrants to purchase up to five million shares of the Company's common stock at the current market price. The final amount of warrants to be issued will be determined by certain future events.
Marvel and Mr. Perlmutter have also entered into an agreement providing, among other things, for the sale by Mr. Perlmutter to the Company of approximately $43 million principal amount of the Company's Senior Notes for approximately 53% of face value. In the third quarter of 2001, the Company purchased from other sellers approximately $51 million principal amount of its Senior Notes at a cost of approximately 51% of face value.
Additionally, the Company entered into a six-year employment agreement with Mr. Perlmutter for his future service as Vice Chairman of the Company, providing for 3.95 million market-priced common stock options, subject to varying forfeiture provisions. The issuance of the warrants and the options to Mr. Perlmutter are subject to shareholder approval, with alternative cash arrangements provided for in the event such approval is not obtained. The warrant agreement further provides, among other things, that the Company may terminate the warrant agreement prior to December 31, 2001 under certain conditions.
In considering the transactions with Mr. Perlmutter, the Board of Directors of the Company established a Special Committee of independent directors which has engaged its own counsel, investment bankers and compensation consultants.
Copies of the agreements relating to these transactions will be filed shortly with the Securities and Exchange Commission.