Atrium tendering for 10½% notes due 2009

New York, Dec. 8 - Atrium Cos. Inc. said that it has begun a cash tender offer for all its $225 million of outstanding 10½% senior subordinated notes due 2009. It is also seeking noteholder consents to proposed indenture changes that would eliminate most of the indenture's restrictive covenants and would amend certain other provisions.

The company set a consent deadline of 5 p.m. ET on Dec. 21 and said that the tender offer would expire at 5 p.m. ET on Jan. 7, with both deadlines subject to possible extension.

Atrium, a Dallas-based manufacturer and supplier of residential windows, said it would purchase notes at a tender offer consideration of $1,050 per $1,000 principal amount of validly tendered notes accepted for purchase by the company. Holders tendering their notes by the consent deadline and thus consenting to the proposed indenture changes would receive an additional $3.75 per $1,000 principal amount consent payment. Holders tendering their notes after the consent deadline would not receive the consent payment, even should the proposed indenture amendments become operative. All tendering holders will also receive accrued and unpaid interest up to but not including the payment date.

Holders tendering their notes by the consent deadline and being eligible to receive the consent payment as part of their total consideration will receive their payment on an initial payment date, which will be on or promptly after the initial acceptance date on which the company will accept the notes, following the expiration of the consent deadline.

Holders tendering their notes after the consent deadline but before the tender offer expires will receive their payment on the final payment date, which will be on or promptly after the final acceptance date on which the company will accept the notes, following the expiration of the tender offer.

Atrium said that its acceptance of the notes tendered by the consent deadline would be subject to several conditions, including, among other things, the issuance of senior discount notes by a newly formed wholly owned subsidiary of the company, which would subsequently become a direct subsidiary of Atrium Corp. - Atrium Cos.' parent company - though through a distribution of the subsidiary's capital stock to Atrium Corp. and the contribution of the net proceeds from the note offering to Atrium Cos.

Acceptance of the notes will also be subject to Atrium entering into a new senior secured credit facility and receiving gross proceeds from the note offering and the credit facility of at least $450 million. There will also be a minimum tender condition, and Atrium must receive the required amount of consents to the proposed amendments and, along with the notes' trustee, execute a supplemental indenture incorporating the proposed changes.

Atrium said that it expects the note offering to have been completed and the new credit facility entered into by the initial acceptance date for the notes.

It said that adoption of the proposed amendments would require the consent of the holders of at least a majority of the outstanding principal amount of the notes. Holders tendering their notes would also be required to consent to the amendments and could not deliver consents to the amendments without also tendering their notes. Subject to certain exceptions, tendered notes could be withdrawn and consents revoked at any time before the consent deadline but not afterward.

UBS Securities LLC is the dealer manager for the tender offer (call 203 719-4210 or 888 722-9555). MacKenzie Partners Inc. is the information agent, at (call 212 929-5500).

© 2015 Prospect News.
All content on this website is protected by copyright law in the U.S. and elsewhere. For the use of the person downloading only.
Redistribution and copying are prohibited by law without written permission in advance from Prospect News.
Redistribution or copying includes e-mailing, printing multiple copies or any other form of reproduction.