WII Components ups offer price, extends tender for 10% notes

By Jennifer Chiou

New York, March 21 - WII Components, Inc. announced that it augmented the offer price in the tender for its $119.85 million of 10% senior notes due 2012 to $1,075 from $1,052.20 per $1,000 principal amount.

On March 5, the company said that holders of a majority of the notes entered into a lock-up agreement, under which they agreed not to tender their notes because they consider the price offered by the company to be inadequate. The same holders have now agreed to tender their securities.

The payout includes a $30.00 consent fee for holders who tender and submit consents by 5 p.m. ET on March 30, extended from March 12.

The offer, under which the company is soliciting consent to amend the note indenture to eliminate substantially all restrictive covenants and some event-of-default provisions, now expires at 5 p.m. ET on April 12, pushed back from March 27.

The company began the offer on Feb. 27 to repurchase any of its 10% notes.

As of 5 p.m. ET on March 20, holders of $24.032 million of the notes had tendered.

Under the lock-up agreement, the participating noteholders had agreed to abstain from tendering any of their notes or from providing consent except with the written agreement of signatories holding more than 50% of the outstanding notes. The signatories also had agreed not to transfer their notes except to a purchaser who agrees to abide by the terms of the lock-up agreement.

The company initially began a tender offer and consent solicitation for the notes in December in connection with the acquisition of the company by WII Holding, Inc., a newly formed corporation controlled by Olympus Growth Fund IV, LP.

WII Components offered to pay $1,012.50 per $1,000 principal amount, which included a $30.00 consent payment for those who tendered by the consent deadline, and failed to receive the necessary consents.

The offer is conditioned on the receipt of tenders from a majority of noteholders as well as sufficient financing from a new senior secured credit facility.

The company makes hardwood cabinet doors, hardwood components and wood products and is based in St. Cloud, Minn.

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