Guitar Center Signs Agreement to Acquire Substantially All the Assets of The Woodwind & The Brasswind
22 Novembro 2006 - 2:28PM
Business Wire
Guitar Center today announced that it has signed an asset purchase
agreement to acquire substantially all the assets of The Woodwind
& The Brasswind under section 363 of the United States
Bankruptcy Code. Under the terms of the agreement, Guitar Center
will acquire The Woodwind & The Brasswind�s inventory of band
and orchestra and combo instruments, accounts receivable, trade
names and certain other intangible assets. The transaction is
subject to a number of conditions, including bankruptcy court
approval, and is also subject to overbid at a bankruptcy auction
expected to be held in January 2007. Marty Albertson, Chairman and
Chief Executive Officer of Guitar Center, said, �The acquisition of
assets of The Woodwind & The Brasswind, including the Woodwind
and Brasswind and Music123 websites, will enable us to further
expand the already strong combo instrument business at Musician�s
Friend as well as build out our direct response band and orchestra
business. We are excited about the opportunity to broaden our
customer base and continue the growth of our direct response
business.� The Woodwind & The Brasswind filed for bankruptcy
protection in Indiana on November 21, 2006. The proposed asset
acquisition agreement was entered into by the Musician�s Friend
subsidiary of Guitar Center. Under the agreement, only very limited
trade obligations and other pre-petition liabilities of The
Woodwind & The Brasswind are being assumed. About Guitar Center
Guitar Center is the leading United States retailer of guitars,
amplifiers, percussion instruments, keyboards and pro-audio and
recording equipment. Our retail store subsidiary presently operates
more than 195 Guitar Center stores across the United States. In
addition, our Music & Arts division operates more than 90
stores specializing in band instruments for sale and rental,
serving teachers, band directors, college professors and students.
We are also the largest direct response retailer of musical
instruments in the United States through our wholly owned
subsidiary, Musician�s Friend, Inc., and its catalog and website,
www.musiciansfriend.com. More information on Guitar Center can be
found by visiting the Company�s web site at www.guitarcenter.com.
Business Risks and Forward Looking Statements This press release
contains forward-looking statements relating to, among other
things, the acquisition of substantially all of the assets of The
Woodwind & The Brasswind. The forward-looking statements
contained in this press release are not guarantees of future
performance and in fact may not be realized. Actual results could
differ materially and adversely from those expressed in this press
release. Further, the statements made by us above represent our
views only as of the date of this press release, and it should not
be assumed that the statements made herein remain accurate as of
any future date. We do not presently intend to update these
statements prior to our next quarterly earnings release and
undertake no duty to any person to effect any such update under any
circumstances. Investors are also urged to review carefully the
discussion under the caption �Risk Factors� in our Annual Report on
Form 10-K for the year ended December 31, 2005 and our Quarterly
Reports on Form 10-Q for subsequent quarters, which have been filed
with the Securities and Exchange Commission and may be accessed
through the EDGAR database maintained by the SEC at www.sec.gov.
Guitar Center today announced that it has signed an asset purchase
agreement to acquire substantially all the assets of The Woodwind
& The Brasswind under section 363 of the United States
Bankruptcy Code. Under the terms of the agreement, Guitar Center
will acquire The Woodwind & The Brasswind's inventory of band
and orchestra and combo instruments, accounts receivable, trade
names and certain other intangible assets. The transaction is
subject to a number of conditions, including bankruptcy court
approval, and is also subject to overbid at a bankruptcy auction
expected to be held in January 2007. Marty Albertson, Chairman and
Chief Executive Officer of Guitar Center, said, "The acquisition of
assets of The Woodwind & The Brasswind, including the Woodwind
and Brasswind and Music123 websites, will enable us to further
expand the already strong combo instrument business at Musician's
Friend as well as build out our direct response band and orchestra
business. We are excited about the opportunity to broaden our
customer base and continue the growth of our direct response
business." The Woodwind & The Brasswind filed for bankruptcy
protection in Indiana on November 21, 2006. The proposed asset
acquisition agreement was entered into by the Musician's Friend
subsidiary of Guitar Center. Under the agreement, only very limited
trade obligations and other pre-petition liabilities of The
Woodwind & The Brasswind are being assumed. About Guitar Center
Guitar Center is the leading United States retailer of guitars,
amplifiers, percussion instruments, keyboards and pro-audio and
recording equipment. Our retail store subsidiary presently operates
more than 195 Guitar Center stores across the United States. In
addition, our Music & Arts division operates more than 90
stores specializing in band instruments for sale and rental,
serving teachers, band directors, college professors and students.
We are also the largest direct response retailer of musical
instruments in the United States through our wholly owned
subsidiary, Musician's Friend, Inc., and its catalog and website,
www.musiciansfriend.com. More information on Guitar Center can be
found by visiting the Company's web site at www.guitarcenter.com.
Business Risks and Forward Looking Statements This press release
contains forward-looking statements relating to, among other
things, the acquisition of substantially all of the assets of The
Woodwind & The Brasswind. The forward-looking statements
contained in this press release are not guarantees of future
performance and in fact may not be realized. Actual results could
differ materially and adversely from those expressed in this press
release. Further, the statements made by us above represent our
views only as of the date of this press release, and it should not
be assumed that the statements made herein remain accurate as of
any future date. We do not presently intend to update these
statements prior to our next quarterly earnings release and
undertake no duty to any person to effect any such update under any
circumstances. Investors are also urged to review carefully the
discussion under the caption "Risk Factors" in our Annual Report on
Form 10-K for the year ended December 31, 2005 and our Quarterly
Reports on Form 10-Q for subsequent quarters, which have been filed
with the Securities and Exchange Commission and may be accessed
through the EDGAR database maintained by the SEC at www.sec.gov.
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