WII Components again extends tender offer for 10% notes

By Jennifer Chiou

New York, April 13 - WII Components, Inc. said it has once more prolonged its tender offer for its $119.85 million of 10% senior notes due 2012, this time to 9 a.m. ET on April 19.

The offer had been set to expire at 5 p.m. ET on April 12, pushed back from March 27. It was extended to provide more time to complete necessary financing, according to a company news release.

As of 5 p.m. ET on April 12, WII Components said it received tenders from holders of $108.45 million, or 90%, of its notes.

The company previously augmented the offer price in the tender 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 considered the price offered by the company to be inadequate. The same holders later agreed to tender their securities.

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

The company is soliciting consent to amend the note indenture to eliminate substantially all restrictive covenants and some event-of-default provisions.

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

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

As already reported, 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.

At that time, 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.

Credit Suisse Securities (USA) LLC is the dealer manager and solicitation agent (800 820-1653 or call collect 212 538-0652). D.F. King & Co., Inc. is the information agent and tender agent (800 659-6590 or call collect 212 269-5550).

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

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