BroderBros. Co. Announces Results for Private Exchange Offer and Anticipated Settlement Date
BroderBros. Co. (the "company") announced today that its pending private exchange offer for all of its 11.25 percent senior notes due 2010 (the "existing notes") expired at 1:00 p.m., E.S.T., on May 15, 2009 (the “expiration time”). As of the expiration time, $213,456,000 in aggregate principal amount of existing notes, or approximately 95 percent of the outstanding existing notes, had been validly tendered in the exchange offer and not withdrawn. The company intends to accept all existing notes tendered in the exchange offer and otherwise complete the transactions contemplated by the exchange offer on May 20, 2009 (the “settlement date”).
In accordance with the terms of the exchange offer, the company will issue on the settlement date to holders, for each $1,000 principal amount of existing notes tendered, $444.44 in principal amount of the company’s newly issued 12 percent/15 percent senior payment-in-kind toggle notes due 2013 and their respective pro rate portions of shares of the company’s common stock, which shares will in the aggregate represent 96 percent of its common stock outstanding as of the issuance date. Holders of existing notes who validly tendered their existing notes will also be paid a consent payment in cash equal to $20.00 per $1,000 principal amount of existing notes tendered, of which $10.00 will be paid on the settlement date and $10.00 will be paid on October 1, 2009. To facilitate the satisfaction of the minimum-tender condition, the existing stockholders of the company have agreed that the holders of existing notes that were tendered in the exchange offer will receive an additional 1 percent of the common stock of the company outstanding as of the issuance date (for an aggregate amount of 96 percent), and that the warrants to purchase shares of the company’s common stock to be issued to existing stockholders on the settlement date will represent an aggregate of 12 percent (which has been reduced from the previously announced 15 percent) of the company’s fully diluted common stock as of the settlement date.