KINDERCARE LEARNING CENTERS, INC. FILES REGISTRATION
STATEMENTS FOR INITIAL PUBLIC OFFERING AND RECAPITALIZATION
PORTLAND, Ore., April 21, 2004
- KinderCare Learning Centers, Inc. ("KinderCare")
today announced that it has filed a registration
statement on Form S-1 with the Securities and
Exchange Commission ("SEC") for an
initial public offering of Income Deposit Securities
("IDSs") and a separate offering of
new senior subordinated notes. An IDS is a unit
consisting of one share of KinderCare's new
Class A common stock and a fixed principal amount
of KinderCare's new senior subordinated notes.
The senior subordinated notes to be sold in
the separate offering will be identical to those
senior subordinated notes included in the IDSs.
In connection with the proposed initial public
offering, KinderCare will undertake a recapitalization
transaction and offer to all of KinderCare's
existing stock and stock option holders cash
and the opportunity to elect IDSs or IDSs and
a new Class B common stock, subject to proration,
for each share of existing common stock that
they own or would own upon exercise of their
stock options. KinderCare has filed a preliminary
proxy statement/prospectus, included in a registration
statement on Form S-4, with the SEC that describes
this recapitalization and merger transaction.
SECURITY HOLDERS ARE ADVISED TO READ THE PROXY
STATEMENT/PROSPECTUS, BECAUSE IT WILL CONTAIN
IMPORTANT INFORMATION.
KinderCare plans to use the net proceeds of
the proposed IDS offering, together with available
cash, to refinance certain outstanding indebtedness,
including KinderCare's outstanding 9.5% senior
subordinated notes due 2009, and to finance
the cash portion of the proposed recapitalization
of KinderCare's existing common stock. In connection
with the offerings, KinderCare plans a tender
offer and consent solicitation with respect
to the 9.5% senior subordinated notes due 2009.
KinderCare does not expect the offerings to
result in any changes to its corporate or field
management, corporate staff or center operations.
CIBC World Markets Corp. will serve as lead
underwriter for the initial public offering.
KinderCare Learning Centers, founded in 1969,
is the nation's leading for-profit provider
of early childhood education and care services.
At March 5, 2004, KinderCare operated a total
of 1,245 child care centers and served approximately
126,000 children and their families in 39 states.
Registration statements relating to the IDSs,
including the underlying Class A common stock
and senior subordinated notes, to be issued
in the initial public offering, the separate
senior subordinated notes to be issued in the
separate offering, and the Class B common stock
to be issued in the recapitalization have been
filed with the SEC but have not yet become effective.
These securities may not be sold or exchanged,
nor may offers to buy or exchange be accepted,
prior to the time the registration statements
become effective. This press release shall not
constitute an offer to sell or exchange, or
the solicitation of an offer to buy or exchange,
nor shall there be any sale or exchange of these
securities in any jurisdiction in which such
offer, solicitation, sale or exchange would
be unlawful prior to registration or qualification
under the securities laws of any such jurisdiction.
Security holders may obtain a free copy of
the final proxy statement/prospectus, once available,
and other documents filed by KinderCare with
the SEC at the SEC's web site at http://www.sec.gov.
Free copies of the proxy statement/prospectus,
once available, can also be obtained from KinderCare
at 650 N.E. Holladay Street, Suite 1400, Portland,
Oregon 97232, Attention: Investor Relations.
Free copies of the prospectus relating to the
initial public offering, once available, can
also be obtained from CIBC World Markets Corp.
at 417 Fifth Avenue, New York, New York 10016.
This release includes forward-looking
statements that are based on current expectations
only, and are subject to a number of risks,
uncertainties and assumptions, many of which
are beyond the control of KinderCare. Actual
events and results may differ materially from
those anticipated, estimated or projected if
one or more of these risks or uncertainties
materialize, or if underlying assumptions prove
incorrect. Any such forward-looking statements
should be considered in conjunction with KinderCare's
Annual Report on Form 10-K for the fiscal year
ended May 30, 2003, its Quarterly Report on
Form 10-Q for the quarterly period ended March
5, 2004 and other reports on file with the SEC.
The information contained in this release is
as of April 21, 2004. KinderCare undertakes
no obligation to update or revise any of this
information whether as a result of new information,
future events or developments, or otherwise.
CONTACT:
Dan Jackson, 503-872-1317
Jill Eiland, 503-872-1519
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