Guitar Center - Bain Capital Partners

Guitar Center (GTRC)
Bain Capital Partners
$2.1B Buyout

Private Investment firm to buy instrument retailer

$63 per GTRC share; $2.1B total
GTRCstock chart

Announced 6.27.07

Closed 10.09.07

Stockholders approve merger 9.19.07

Financial

Special Committee : Goldman Sachs / Peter J. Solomon Co
Bain Capital : JPMorgan / Lehman Brothers

Legal

GTRC : Latham & Watkins
Special Committee : Bingham McCutchen
Bain Capital : Kirkland & Ellis

Merger Agreement

General

EDGAR filing
Hyperlinked version
Detailed hyperlinked index follows

Article 1. Defined Terms and Interpretation

1.1 Certain Definitions
1.2 Terms Defined Elsewhere
1.3 Interpretation

Article 2. The Merger

2.1 The Merger
2.2 Closing
2.3 Effective Time
2.4 Effect of the Merger
2.5 Certificate of Incorporation; Bylaws
2.6 Directors and Officers

Article 3. Conversion of Securities; Exchange of Certificates

3.1 Conversion of Securities
3.2 Exchange of Certificates
3.3 Dissenters Rights
3.4 Stock Transfer Books
3.5 Company Options and Stock-based Awards

Article 4. Company Reps

4.1 Organization and Qualification; Subsidiaries
4.2 Capitalization; Subsidiaries
4.3 Authority
4.4 No Conflict; Required Filings and Consents
4.5 Compliance with Laws
4.6 Sec Filings; Financial Statements
4.7 Affiliate Transactions
4.8 Absence of Certain Changes or Events
4.9 Benefit Plans; Employees and Employment Practices
4.10 Material Contracts; Indebtedness
4.11 Litigation
4.12 Environmental Matters
4.13 Intellectual Property
4.14 Taxes
4.15 Insurance
4.16 Real Estate
4.17 Proxy Statement
4.18 Fairness Opinion
4.19 Brokers
4.20 No Other Representations or Warranties
4.21 Takeover Statutes

Article 5. Parent and Merger Sub Reps

5.1 Organization and Qualification
5.2 Authority
5.3 No Conflict; Required Filings and Consents
5.4 Litigation
5.5 Ownership of Merger Sub; No Prior Activities
5.6 Financing
5.7 Limited Guarantee
5.8 Vote Required
5.9 Brokers
5.10 Ownership of Company Common Stock
5.11 Solvency of the Surviving Corporation
5.12 Proxy Statement
5.13 No Other Information
5.14 Access to Information; Disclaimer

Article 6. Covenants

6.1 Conduct of Business Pending the Closing
6.2 Proxy Statement; Company Stockholders Meeting
6.3 Access to Information; Confidentiality
6.4 No Solicitation of Transactions
6.5 Further Action; Reasonable Best Efforts
6.6 Certain Notices
6.7 Public Announcements
6.8 Employee Matters
6.9 Indemnification of Directors and officers
6.10 State Takeover Statutes
6.11 Section 16 Matters
6.12 Solvency of the Surviving Corporation
6.13 Financing
6.14 Cooperation In Securing Financing

Article 7. Closing Conditions

7.1 Each Party
7.2 Parent and Merger Sub
7.3 Company
7.4 Frustration of Closing Conditions

Article 8. Termination, Amendment and Waiver

8.1 Termination
8.2 Effect of Termination
8.3 Fees and Expenses
8.4 Company Termination Fee
8.5 Parent Termination Fee
8.6 Extension; Waiver
8.7 Amendment

Article 9. General Provisions

9.1 Non-survival of Representations and Warranties;
Agreements
9.2 Notices
9.3 Headings
9.4 Severability
9.5 Entire Agreement; Parties in Interest
9.6 Assignment
9.7 Mutual Drafting
9.8 Governing Law; Consent to Jurisdiction; Enforcement;
Waiver of Trial by Jury
9.9 Counterparts

Proxy Solicitation

Definitive proxy statement 8.14.07

Table of contents

Preliminary proxy statement 7.26.07

Table of contents

Deal Protection

No shop covenant

Merger agreement 6.4

Proxy statement disclosure

Break-up fee

$58mm, plus out-of-pocket expenses
Agreement 8.3

Proxy statement disclosure

Regulatory Approvals

HSR Act

Merger agreement 6.5

Proxy statement disclosure

Fairness Opinion

Goldman Sachs fairness opinion

Proxy statement disclosure

Peter J Solomon fairness opinion

Proxy statement disclosure

Disclosure

Proxy statement disclosure

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