EAGAN, Minn. - (Business Wire) Norcraft Holdings, L.P. (the “Company”) announced today that, in connection with its previously announced solicitation for consents of registered holders of its and Norcraft Capital Corp.’s 9.75% Senior Discount Notes due 2012 (the “Notes”), it had received the requisite consents from such holders of the Notes to amend the indenture governing the Notes (the “Indenture”). As of 5:00 p.m., New York City, on November 23, 2009 (the “Consent Expiration Time”), consents had been received with respect to approximately 98.3% of the outstanding principal amount of the Notes. The consents received are sufficient to amend the Indenture. Any consents that were delivered prior to the Consent Expiration Time may not be revoked after the Consent Expiration Time.
The Company, Norcraft Capital Corp. and U.S. Bank National Association, the trustee under the Indenture, plan to execute a supplemental indenture to the Indenture to effect the proposed amendments to the Indenture as described in the Company’s Offer to Purchase and Consent Solicitation Statement dated November 17, 2009 (the “Offer to Purchase”). In addition, the Company expects that payment for the consents delivered prior to the Consent Expiration Time will be made promptly after such time.
In connection with the consent solicitation, the Company commenced a tender offer for cash for up to $35,000,000 aggregate principal amount of Notes (the “Tender Cap”). The Notes are being tendered pursuant to the Offer to Purchase, which more fully sets forth the terms and conditions of the cash tender offer to purchase Notes up to the Tender Cap as well as the consent solicitation to adopt the proposed amendments to the Indenture. The tender offer is scheduled to expire at 12:00 midnight, New York City time, on December 15, 2009, unless extended or earlier terminated by the Company (the “Offer Expiration Time”). The Company may increase or modify the Tender Cap (in which case, the term “Tender Cap” will mean such amount as so increased) subject to applicable law, without extending withdrawal rights to Holders. If the aggregate principal amount of Notes validly tendered and not withdrawn at the Offer Expiration Time exceeds the Tender Cap, the Company will (subject to the terms and conditions of the offer) purchase an amount of Notes up to the Tender Cap on a pro rata basis. The Company will round the principal amount of the prorated Notes to be accepted down to the nearest $1,000. In the event tendered Notes are not purchased due to proration or otherwise, they will be promptly returned or credited to the Holder’s account.
The tender offer is conditioned on the satisfaction of certain conditions, including, among other things, the successful consummation of a proposed private placement of senior secured notes by certain of the Company’s subsidiaries with the Company receiving net proceeds therefrom, together with cash on hand, in an aggregate amount sufficient to fund the Company’s obligation to pay the applicable consideration to consummate the tender offers.
This press release is for informational purposes only and is neither an offer to purchase nor a solicitation of an offer to sell any securities of the Company or any of its subsidiaries. The offers to purchase the securities are only being made pursuant to the offer documents, including the Offer to Purchase and Consent Solicitation Statement, that the Company is distributing to holders of securities. The proposed private placement of senior secured notes by certain of the Company subsidiaries will solely be made pursuant to a confidential offering memorandum. No offers are being made herein to holders of securities in any jurisdiction in which the making or acceptance thereof would not be in compliance with the securities, blue sky or other laws of such jurisdiction.
UBS Investment Bank is the Dealer Manager for the tender offer and consent solicitation. Global Bondholder Services Corporation is acting as the Information Agent and as the Depositary. Persons with questions regarding the offer should contact the Dealer Manager, toll-free at (888) 719-4210 or collect at (203) 719-4210. Requests for documentation relating to the tender offer and consent solicitation may be directed to the Information Agent, toll-free at (866) 873-7700.
Norcraft Holdings, L.P.
Leigh E. Ginter, 651-234-3315
Chief Financial Officer
leigh.ginter@norcraftcompanies.com
