DALLAS, March 13, 2024 (GLOBE NEWSWIRE) — Invited, Inc. announced today that ClubCorp Holdings, Inc., its indirect wholly-owned subsidiary (the “Company”), has commenced a partial tender offer to purchase (the “Tender Offer”) up to $82,731,000 aggregate principal amount (the “Tender Cap”) of its outstanding 8.50% Senior Notes due 2025 (the “Notes”) for cash, upon the terms and conditions set forth in the confidential Offer to Purchase (the “Offer to Purchase”) dated March 13, 2024.
The Notes and other information relating to the Tender Offer are listed in the table below. The Offer to Purchase more fully sets forth the terms of the Tender Offer.
NotesCUSIP NumberPrincipal Amount of Notes OutstandingTender Offer Consideration(1)Early Tender Premium(1)Total Consideration(1)(2)Tender Cap 8.50% Senior Notes due 2025210374 AA2; U21007 AA4$109,880,000$920.00$30.00$950.00$82,731,000
(1) Per $1,000 principal amount of Notes tendered. Excludes accrued and unpaid interest, which will be paid in addition to the Total Consideration or Tender Offer Consideration, as applicable.
(2) Includes the Early Tender Premium.
Holders who validly tender their Notes at or prior to 5:00 p.m., New York City time, on March 26, 2024 (the “Early Tender Time”) will be eligible to receive total consideration of $950.00 per $1,000 principal amount of Notes tendered, which includes an early tender premium equal to $30.00 per $1,000 principal amount of Notes tendered, subject to the Tender Cap and any required proration as described in the Offer to Purchase. Holders must validly tender and not validly withdraw their Notes, and have their Notes accepted for purchase in the Tender Offer, at or prior to the Early Tender Time in order to be eligible to receive the total consideration, including the early tender premium.
If the purchase of all validly tendered Notes on the applicable settlement date would cause the Company to purchase a principal amount greater than the Tender Cap set forth above, then the Tender Offer will be oversubscribed and the Company, if it accepts Notes for purchase in the Tender Offer, will accept for purchase tendered Notes on a prorated basis as described in the Offer to Purchase. If the Tender Cap is reached in respect of tenders of Notes made at or prior to the Early Tender Time, no Notes that are tendered after the Early Tender Time will be accepted for purchase unless the Tender Cap is increased by the Company, in its sole discretion.
The Tender Offer is scheduled to expire at 5:00 p.m., New York City Time, on April 10, 2024, unless extended or earlier terminated by the Company (such time, as may be extended, the “Expiration Time”).
Holders tendering their Notes after the Early Tender Time but at or prior to the Expiration Time will receive tender offer consideration of $920.00 per $1,000 principal amount of Notes tendered, subject to the Tender Cap and any required proration as described in the Offer to Purchase.
Upon the terms and conditions described in the Offer to Purchase, payment for Notes accepted for purchase will be made:
(1) with respect to the Notes validly tendered and not validly withdrawn at or prior to the Early Tender Time, and subject to the Tender Cap and any required proration, promptly after the Early Tender Time (which is currently expected to be on or about March 28, 2024, unless the Early Tender Time is extended), and (2) with respect to Notes validly tendered after the Early Tender Time but at or prior to the Expiration Time, and subject to the Tender Cap and any required proration, promptly after the Expiration Time (which is currently expected to be on or about April 15, 2024, unless the Tender Offer is extended).
Holders whose Notes are accepted for purchase will receive accrued and unpaid interest from the last interest payment date to, but not including, the applicable settlement date.
Tendered Notes may be withdrawn at any time on or prior to 5:00 p.m., New York City time, on March 26, 2024, unless extended by the Company (the “Withdrawal Deadline”). Holders of Notes who tender their Notes after the Withdrawal Deadline, but at or prior to the Expiration Time, may not, subject to limited exceptions, withdraw their tendered Notes.
The Tender Offer is conditioned upon the satisfaction of certain conditions. Subject to applicable law, the Company may also terminate the Tender Offer at any time in its sole discretion.
The complete terms and conditions of the Tender Offer are described in the Offer to Purchase, dated the date hereof, a copy of which may be obtained from Global Bondholder Services Corporation, the tender agent and information agent (the “Tender and Information Agent”) for the Tender Offer, at (855) 654-2014 or by email at contact@gbsc-usa.com.
The Company has engaged Apollo Global Securities, LLC to act as the dealer manager (the “Dealer Manager”) in connection with the Tender Offer. Questions regarding the terms of the Tender Offer may be directed to the Dealer Manager at (929) 923-2741 (to reach Mark Villenueva) and (914) 908-0264 (to reach Michael Zicari). Requests for documentation should be directed to Global Bondholder Services Corporation at (212) 430-3774 (for banks and brokers) or (855) 654-2014 (for all others).
Cautionary Statement
None of the Company, the Dealer Manager, the Tender and Information Agent or the trustee for the Notes, or any of their respective affiliates, is making any recommendation as to whether holders should or should not tender any Notes in response to the Tender Offer or expressing any opinion as to whether the terms of the Tender Offer are fair to any holder. Holders must make their own decision as to whether to tender any of their Notes and, if so, the principal amount of Notes to tender and the bid price at which to tender. Holders of Notes should refer to the Offer to Purchase for a description of the offer terms, conditions, disclaimers and other information applicable to the Tender Offer.
This press release is for informational purposes only and does not constitute an offer to purchase or the solicitation of an offer to sell any securities. The Tender Offer is being made solely by means of the Offer to Purchase. The Tender Offer is not being made to holders of Notes in any jurisdiction in which the making or acceptance thereof would not be in compliance with the securities, blue sky or other laws of such jurisdiction. In those jurisdictions where the securities, blue sky or other laws require any tender offer to be made by a licensed broker or dealer, the Tender Offer will be deemed to be made on behalf of the Company by the Dealer Manager or one or more registered brokers or dealers licensed under the laws of such jurisdiction.
About Invited
Since its founding in 1957, Dallas-based Invited has operated with the mission of Building Relationships and Enriching Lives®. The leading owner-operator of membership golf and country clubs and city clubs in North America, Invited is relentless in its pursuit of providing extraordinary experiences, meaningful connections, shared passions, and memorable moments for more than 390,000 members. The company’s mission is supported by nearly 20,000 peak-season employees and a portfolio of nearly 170 owned or operated golf and country clubs and city clubs in 27 states. Invited creates communities that cater to an aspirational lifestyle through its championship golf courses, workspaces, handcrafted cuisine, resort-style pools, tennis and pickleball facilities, golf lounges, fitness centers, and pioneering programming.
Marquee Invited properties include Firestone Country Club (Akron, Ohio); Mission Hills Country Club (Rancho Mirage, California); The Woodlands Country Club (Houston, Texas); and The Metropolitan Club (Chicago, Illinois).
Forward Looking Information Disclaimer
Some of the statements in this press release constitute “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. These statements include statements regarding the Company’s intent and belief or current expectations and may be identified by the use of words like “anticipate”, “believe”, “estimate”, “expect”, “intend”, “may”, “plan”, “will”, “should”, “seek”, the negative of these terms or other comparable terminology. Investors are cautioned that any such forward-looking statements are not guarantees of future performance and involve risks and uncertainties, and that actual results may differ materially from those projected in the forward-looking statements. Important factors that could cause actual results to differ materially from expectations include, without limitation, the Company’s ability to consummate the Tender Offer, as well as matters beyond the Company’s control. Forward-looking statements are not guarantees of future performance, results or events.
The Notes and other information relating to the Tender Offer are listed in the table below. The Offer to Purchase more fully sets forth the terms of the Tender Offer.
NotesCUSIP NumberPrincipal Amount of Notes OutstandingTender Offer Consideration(1)Early Tender Premium(1)Total Consideration(1)(2)Tender Cap 8.50% Senior Notes due 2025210374 AA2; U21007 AA4$109,880,000$920.00$30.00$950.00$82,731,000
(1) Per $1,000 principal amount of Notes tendered. Excludes accrued and unpaid interest, which will be paid in addition to the Total Consideration or Tender Offer Consideration, as applicable.
(2) Includes the Early Tender Premium.
Holders who validly tender their Notes at or prior to 5:00 p.m., New York City time, on March 26, 2024 (the “Early Tender Time”) will be eligible to receive total consideration of $950.00 per $1,000 principal amount of Notes tendered, which includes an early tender premium equal to $30.00 per $1,000 principal amount of Notes tendered, subject to the Tender Cap and any required proration as described in the Offer to Purchase. Holders must validly tender and not validly withdraw their Notes, and have their Notes accepted for purchase in the Tender Offer, at or prior to the Early Tender Time in order to be eligible to receive the total consideration, including the early tender premium.
If the purchase of all validly tendered Notes on the applicable settlement date would cause the Company to purchase a principal amount greater than the Tender Cap set forth above, then the Tender Offer will be oversubscribed and the Company, if it accepts Notes for purchase in the Tender Offer, will accept for purchase tendered Notes on a prorated basis as described in the Offer to Purchase. If the Tender Cap is reached in respect of tenders of Notes made at or prior to the Early Tender Time, no Notes that are tendered after the Early Tender Time will be accepted for purchase unless the Tender Cap is increased by the Company, in its sole discretion.
The Tender Offer is scheduled to expire at 5:00 p.m., New York City Time, on April 10, 2024, unless extended or earlier terminated by the Company (such time, as may be extended, the “Expiration Time”).
Holders tendering their Notes after the Early Tender Time but at or prior to the Expiration Time will receive tender offer consideration of $920.00 per $1,000 principal amount of Notes tendered, subject to the Tender Cap and any required proration as described in the Offer to Purchase.
Upon the terms and conditions described in the Offer to Purchase, payment for Notes accepted for purchase will be made:
(1) with respect to the Notes validly tendered and not validly withdrawn at or prior to the Early Tender Time, and subject to the Tender Cap and any required proration, promptly after the Early Tender Time (which is currently expected to be on or about March 28, 2024, unless the Early Tender Time is extended), and (2) with respect to Notes validly tendered after the Early Tender Time but at or prior to the Expiration Time, and subject to the Tender Cap and any required proration, promptly after the Expiration Time (which is currently expected to be on or about April 15, 2024, unless the Tender Offer is extended).
Holders whose Notes are accepted for purchase will receive accrued and unpaid interest from the last interest payment date to, but not including, the applicable settlement date.
Tendered Notes may be withdrawn at any time on or prior to 5:00 p.m., New York City time, on March 26, 2024, unless extended by the Company (the “Withdrawal Deadline”). Holders of Notes who tender their Notes after the Withdrawal Deadline, but at or prior to the Expiration Time, may not, subject to limited exceptions, withdraw their tendered Notes.
The Tender Offer is conditioned upon the satisfaction of certain conditions. Subject to applicable law, the Company may also terminate the Tender Offer at any time in its sole discretion.
The complete terms and conditions of the Tender Offer are described in the Offer to Purchase, dated the date hereof, a copy of which may be obtained from Global Bondholder Services Corporation, the tender agent and information agent (the “Tender and Information Agent”) for the Tender Offer, at (855) 654-2014 or by email at contact@gbsc-usa.com.
The Company has engaged Apollo Global Securities, LLC to act as the dealer manager (the “Dealer Manager”) in connection with the Tender Offer. Questions regarding the terms of the Tender Offer may be directed to the Dealer Manager at (929) 923-2741 (to reach Mark Villenueva) and (914) 908-0264 (to reach Michael Zicari). Requests for documentation should be directed to Global Bondholder Services Corporation at (212) 430-3774 (for banks and brokers) or (855) 654-2014 (for all others).
Cautionary Statement
None of the Company, the Dealer Manager, the Tender and Information Agent or the trustee for the Notes, or any of their respective affiliates, is making any recommendation as to whether holders should or should not tender any Notes in response to the Tender Offer or expressing any opinion as to whether the terms of the Tender Offer are fair to any holder. Holders must make their own decision as to whether to tender any of their Notes and, if so, the principal amount of Notes to tender and the bid price at which to tender. Holders of Notes should refer to the Offer to Purchase for a description of the offer terms, conditions, disclaimers and other information applicable to the Tender Offer.
This press release is for informational purposes only and does not constitute an offer to purchase or the solicitation of an offer to sell any securities. The Tender Offer is being made solely by means of the Offer to Purchase. The Tender Offer is not being made to holders of Notes in any jurisdiction in which the making or acceptance thereof would not be in compliance with the securities, blue sky or other laws of such jurisdiction. In those jurisdictions where the securities, blue sky or other laws require any tender offer to be made by a licensed broker or dealer, the Tender Offer will be deemed to be made on behalf of the Company by the Dealer Manager or one or more registered brokers or dealers licensed under the laws of such jurisdiction.
About Invited
Since its founding in 1957, Dallas-based Invited has operated with the mission of Building Relationships and Enriching Lives®. The leading owner-operator of membership golf and country clubs and city clubs in North America, Invited is relentless in its pursuit of providing extraordinary experiences, meaningful connections, shared passions, and memorable moments for more than 390,000 members. The company’s mission is supported by nearly 20,000 peak-season employees and a portfolio of nearly 170 owned or operated golf and country clubs and city clubs in 27 states. Invited creates communities that cater to an aspirational lifestyle through its championship golf courses, workspaces, handcrafted cuisine, resort-style pools, tennis and pickleball facilities, golf lounges, fitness centers, and pioneering programming.
Marquee Invited properties include Firestone Country Club (Akron, Ohio); Mission Hills Country Club (Rancho Mirage, California); The Woodlands Country Club (Houston, Texas); and The Metropolitan Club (Chicago, Illinois).
Forward Looking Information Disclaimer
Some of the statements in this press release constitute “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. These statements include statements regarding the Company’s intent and belief or current expectations and may be identified by the use of words like “anticipate”, “believe”, “estimate”, “expect”, “intend”, “may”, “plan”, “will”, “should”, “seek”, the negative of these terms or other comparable terminology. Investors are cautioned that any such forward-looking statements are not guarantees of future performance and involve risks and uncertainties, and that actual results may differ materially from those projected in the forward-looking statements. Important factors that could cause actual results to differ materially from expectations include, without limitation, the Company’s ability to consummate the Tender Offer, as well as matters beyond the Company’s control. Forward-looking statements are not guarantees of future performance, results or events.
