31.08.2005 13:29:00

Bally Total Fitness Receives Waiver from Its Bondholders of Financial Reporting Covenant Default until November 30, 2005

Bally Total Fitness Holding Corporation (NYSE: BFT)today announced that it has received consents from holders of amajority of its outstanding 10-1/2% Senior Notes due 2011 (the "SeniorNotes") and 9-7/8% Senior Subordinated Notes due 2007 (the"Subordinated Notes") to an extension through November 30, 2005 of thewaiver of the financial reporting covenant default under theindentures governing the notes.

Bally received consents from holders of approximately 97.39% ofits outstanding Senior Notes, who will receive a one-time consent feeof $15.00 in cash per $1,000 principal amount of Senior Notes as towhich consent was delivered.

As announced last week, Bally has entered into a consent agreementwith holders of approximately 52.2% of its outstanding SubordinatedNotes and will commence promptly a new consent solicitation in orderto permit all holders of Subordinated Notes to receive theconsideration payable under the agreement. The agreement provides thatholders of Subordinated Notes who are "accredited investors" underapplicable securities laws who consented to the extension willreceive, at the holder's election, either 9.2308 shares of theCompany's common stock, which will not be registered under federal orstate securities laws, or $20.00 in cash for each $1,000 principalamount of Subordinated Notes as to which consent was delivered.Consenting holders who are not accredited investors will receive$20.00 for each $1,000 principal amount of Notes. The agreement alsoprovides Bally with an option to sell additional shares of commonstock for cash to a large holder of Subordinated Notes to fund all orpart of the payment to subordinated noteholders electing to receivetheir consent payment in cash.

Bally also announced that it has obtained lender consent to amendits existing senior secured credit facility to permit payment of theconsent fees to the holders of the Senior Notes and SubordinatedNotes. The amendment, among other things, also permits certainexpenses to be added back to the Company's EBITDA for purposes offinancial covenant calculations, excludes certain consent fees frominterest expense in calculating the EBITDA to interest expense ratioand reduces the required ratio from 1.70x to 1.65x for the periodending March 31, 2006.

This announcement is not an offer to purchase or sell, asolicitation of an offer to purchase or sell or a solicitation ofconsents with respect to any securities. The solicitation will be madesolely pursuant to a Consent Solicitation Statement and related Letterof Consent.

About Bally Total Fitness

Bally Total Fitness is the largest and only nationwide commercialoperator of fitness centers, with approximately four million membersand 440 facilities located in 29 states, Mexico, Canada, Korea, Chinaand the Caribbean under the Bally Total Fitness(R), CrunchFitness(SM), Gorilla Sports(SM), Pinnacle Fitness(R), Bally SportsClubs(R) and Sports Clubs of Canada(R) brands. With an estimated 150million annual visits to its clubs, Bally offers a unique platform fordistribution of a wide range of products and services targeted toactive, fitness-conscious adult consumers.

Forward-looking statements in this release including, withoutlimitation, statements relating to the Company's plans, strategies,objectives, expectations, intentions, and adequacy of resources, aremade pursuant to the safe harbor provisions of the Private SecuritiesLitigation Reform Act of 1995. These forward-looking statementsinvolve known and unknown risks, uncertainties, and other factors thatmay cause the actual results, performance or achievements of theCompany to be materially different from any future results,performance or achievements expressed or implied by suchforward-looking statements. These factors include, among others, thefollowing: the existence of reporting covenant defaults under Bally'spublic indentures; the outcome of the SEC and Department of Justiceinvestigations, the review and restatement of previously announced orfiled financial results and the costs and expenses associatedtherewith; the audit of the restated financial statements, includingany further delays; the identification of one or more other issuesthat require restatement of one or more prior period financialstatements; the completion and audit of Bally's 2004 financialstatements and the completion of Bally's financial statements for thefirst and second quarters of 2005, including the effect of this or anyfurther delays; the communication by Bally's management andindependent auditors of the existence of material weaknesses ininternal controls over financial reporting; general economic andbusiness conditions; competition; success of operating initiatives,advertising and promotional efforts; existence of adverse publicity orlitigation (including various shareholder litigations) and the outcomethereof and the costs and expenses associated therewith; acceptance ofnew product and service offerings; changes in business strategy orplans; quality of management; availability, terms, and development ofcapital; business abilities and judgment of personnel; changes in, orthe failure to comply with, government regulations; other than asdescribed above, Bally's ability to remain in compliance with, orobtain waivers under, its loan agreements and indentures; ability tomaintain existing or obtain new sources of financing, on acceptableterms or at all, to satisfy the Company's cash needs and obligations;and other factors described in prior filings of the Company with theSecurities and Exchange Commission.

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