GUITAR CENTER ANNOUNCES OFFERING OF 8.500% SENIOR SECURED NOTES DUE 2026

WESTLAKE VILLAGE, Calif., March 10, 2022 /PRNewswire/ — Guitar Center Holdings, Inc. (the “Company” or “Guitar Center”) today announced that its indirect subsidiary, Guitar Center, Inc. (the “Issuer”), has launched an offering of $200.0 million in aggregate principal amount of its 8.500% Senior Secured Notes due 2026 (the “Notes”), subject to market and other conditions. The Notes are being offered as additional notes under the same indenture as the previously issued $350.0 million aggregate principal amount of 8.500% Senior Secured Notes due 2026 and will be treated as a single series with such previously issued senior secured notes.

The Notes will be jointly and severally guaranteed on a senior secured basis by all of the Issuer’s subsidiaries as of their issue date and thereafter, by certain of its future direct and indirect domestic subsidiaries. The Notes and the related guarantees will be secured by a first-priority lien on substantially all of the Issuer’s and the guarantors’ existing and future assets other than certain property that is collateral for any obligations in respect of the Issuer’s secured asset based financing facility (the “ABL Facility”) and by a second-priority lien on collateral for any obligations in respect of the ABL Facility, in each case, subject to certain limited exceptions.

The Issuer intends to use the net proceeds from this offering to (i) repay outstanding indebtedness and (ii) to pay related fees and expenses incurred in connection with this offering.

The Notes are being offered to persons reasonably believed to be “qualified institutional buyers” pursuant to Rule 144A under the Securities Act of 1933, as amended (the “Securities Act”), and certain non-U.S. persons outside the United States in accordance with Regulation S under the Securities Act. The Notes have not been registered under the Securities Act and may not be offered or sold in the United States absent registration or an exemption from the registration requirements.

This press release does not constitute an offer to sell, or the solicitation of an offer to buy, any security, nor shall there be any sale of the Notes in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities laws of any such jurisdiction.

About Guitar Center

Guitar Center is a leading retailer of musical instruments, lessons, repairs and rentals in the United States. With nearly 300 stores across the United States and one of the top direct sales websites in the industry, Guitar Center has helped people make music for more than 50 years. Guitar Center also provides customers with various musician-based services, including Guitar Center Lessons, where musicians of all ages and skill levels can learn to play a variety of instruments in many music genres; GC Repairs, an on-site maintenance and repairs service; and GC Rentals, a program offering easy rentals of instruments and other sound reinforcement gear. Additionally, Guitar Center’s sister brands include Music & Arts, which operates more than 200 stores specializing in band & orchestral instruments for sale and rental, serving teachers, band directors, college professors and students, and Musician’s Friend, a leading direct marketer of musical instruments in the United States.

Forward-Looking Statements

This press release contains “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995, as amended, and should be evaluated as such. Forward-looking statements include information concerning possible or assumed future results of operations. These statements often include words such as “anticipate,” “expect,” “suggests,” “plan,” “believe,” “intend,” “estimates,” “targets,” “projects,” “should,” “could,” “would,” “may,” “will,” “forecast” and other similar expressions. The forward-looking statements contained in this press release include, but are not limited to, statements related to the offering of the Notes and the use of proceeds therefrom.

You are cautioned not to place undue reliance on the Company’s forward-looking statements. These forward-looking statements involve many risks and uncertainties that could cause actual results to differ materially from those expressed or implied by such statements, including general market conditions. These forward-looking statements reflect the Company’s current views with respect to future events, are based on assumptions and are subject to risks and uncertainties. Also, these forward-looking statements present the Company’s estimates and assumptions only as of the date of this press release. The Company undertakes no obligation to modify or revise any forward-looking statements to reflect events or circumstances occurring after the date that such forward-looking statement was made. Actual results may differ materially due to these risks and uncertainties.

SOURCE Guitar Center

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