Morgans Announces Planned Resale Registration Regarding Notes Due 2014
JANUARY 25, 2008. Morgans Hotel Group Co. (NASDAQ: MHGC) ("MHG") today announced that it intends to file, on or about February 14, 2008, a registration statement with the Securities and Exchange Commission to cover the resale of the shares of MHG's common stock that may be issued from time to time upon the conversion of the 2.375% Senior Subordinated Convertible Notes due 2014 (the "Notes") issued by MHG in the recently completed sale of $172.5 million aggregate principal amount of such Notes.
The Notes are senior subordinated obligations of MHG that were originally sold on October 17, 2007 to qualified institutional buyers in a private placement in reliance on Rule 144A under the Securities Act of 1933. At that time, MHG and a representative of the initial purchasers of the Notes entered into a Registration Rights Agreement which requires MHG to make a registration statement available for the resale of MHG's common stock issuable upon conversion of the Notes. Once the registration statement is filed and effective, selling security holders named in the registration statement may use the prospectus contained in the registration statement to offer and resell the common stock issued upon conversion. MHG will not receive any proceeds from the resale of the common stock by selling security holders.
In accordance with the Registration Rights Agreement, holders of the Notes that want to use the registration statement to sell such common stock must prepare and deliver to MHG a Selling Securityholder Notice and Questionnaire on or before February 4, 2008. A copy of the questionnaire is contained in the Offering Memorandum for the Notes, and holders of Notes should return their questionnaires to: Morgans Hotel Group Co., 475 Tenth Avenue, New York, NY 10018, Attention: Chief Legal Officer.
This release shall not constitute an offer to sell or the solicitation of an offer to buy any of these securities, nor shall it constitute an offer, solicitation or sale in any jurisdiction in which such offer, solicitation or sale is unlawful.
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