GC Announces Successful Early Tender Results

Guitar Center has announced the early tender results for its previously announced exchange offer and consent solicitation to exchange its existing 9.625 percent senior unsecured notes due 2020, of which there are currently $325 million aggregate principal amount outstanding, for 5 percent cash/8 percent payment-in-kind notes due 2022.

In addition, Guitar Center warrants to purchase shares of common stock, par value $0.01 per share, of Guitar Center Holdings and solicit consents to certain proposed amendments to the indenture governing the existing notes, in each case, pursuant to the terms and conditions as set forth in an Amended and Restated Offering Memorandum and Consent Solicitation Statement dated March 21.

According to information provided to Guitar Center by Kurtzman Carson Consultants, the exchange agent and information agent for the exchange offer, as of 11:59 p.m. EST on March 23, $317,957,000 million in aggregate principal amount of the existing notes, representing approximately 97.83 percent of the outstanding aggregate principal amount of the existing notes, had been validly tendered (and not validly withdrawn), and had consented to the amendments to the indenture governing the existing notes.

Accordingly, Guitar Center has received sufficient tenders to meet the minimum tender condition, requiring at least 95 percent in aggregate principal amount of the existing notes to have been validly tendered and not validly withdrawn prior to the expiration date.

The rights to withdraw tenders of existing notes and related consents and receive an early tender premium have expired. Accordingly, existing notes tendered for exchange might not be validly withdrawn and consents might not be revoked, unless the exchange offer is terminated without any existing notes being accepted or as required by applicable law.

As previously announced, the exchange offer will expire at 5:00 p.m. EST on April 11, unless extended or earlier terminated.