OFFER TO PURCHASE FOR CASH All Outstanding Shares of Common Stock of STEINWAY MUSICAL INSTRUMENTS, INC. a Delaware corporation at $35.00 Net Per Share by KSTW ACQUISITION, INC. a wholly owned subsidiary of KSTW HOLDINGS, INC.Offer to Purchase • July 15th, 2013 • KSTW Acquisition, Inc. • Musical instruments • Delaware
The information contained in this summary term sheet is a summary only and is not meant to be a substitute for the more detailed description and information contained in the Offer to Purchase, the related Letter of Transmittal and other related materials. You are urged to read carefully the Offer to Purchase, the Letter of Transmittal and other related materials in their entirety. Parent and Purchaser have included cross-references in this summary term sheet to other sections of the Offer to Purchase where you will find more complete descriptions of the topics mentioned below. The information concerning Steinway contained herein and elsewhere in the Offer to Purchase has been provided to Parent and Purchaser by Steinway or has been taken from or is based upon publicly available documents or records of Steinway on file with the United States Securities and Exchange Commission (the “SEC”) or other public sources at the time of the Offer. Parent and Purchaser have not independently verifi
LIMITED GUARANTYLimited Guaranty • July 15th, 2013 • KSTW Acquisition, Inc. • Musical instruments • Delaware
Limited Guaranty, dated as of June 30, 2013 (this “Limited Guaranty”) by Kohlberg Investors VII, L.P. (the “Guarantor”) in favor of Steinway Musical Instruments, Inc. (the “Guaranteed Party”). Reference is hereby made to the Agreement and Plan of Merger (the “Merger Agreement”) by and among KSTW Holdings, Inc. (the “Parent”), KSTW Acquisition, Inc. (“Acquisition Sub”) and the Guaranteed Party, dated as of the date hereof. Capitalized terms used herein but not otherwise defined have the meanings ascribed to them in the Merger Agreement.
EQUITY COMMITMENT LETTER June 30, 2013Equity Commitment Letter • July 15th, 2013 • KSTW Acquisition, Inc. • Musical instruments
Reference is hereby made to the Agreement and Plan of Merger, dated as of the date hereof (the “Merger Agreement”), by and among KSTW Holdings, Inc., a Delaware corporation (“Parent”), KSTW Acquisition, Inc., a Delaware corporation (“Acquisition Sub”) and Steinway Musical Instruments, Inc., a Delaware Corporation (the “Company”) pursuant to which Acquisition Sub shall be merged with and into the Company, subject to the terms and conditions set forth therein. Capitalized terms not otherwise defined herein have the meanings ascribed to such terms in the Merger Agreement.
