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or approximately 95 percent of the outstanding existing notes, had been validly tendered in the exchange offer and not withdrawn.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.
On the settlement date, the mutual release, under which the parties thereto, including the holders tendering their existing notes, the company and the existing stockholders of the company, have agreed to release the other parties to the mutual release and their related parties from all claims that the parties and their related parties have, had or may have directly or indirectly related to the company, subject to limited exceptions set forth in the release, will become effective and the supplemental indenture (the “supplemental indenture”) amending the indenture governing the existing notes (the “existing indenture”) to waive any and all existing defaults and events of default that have arisen or may arise under the existing notes, eliminate substantially all of the covenants in the existing indenture that govern the company's actions, other than the covenants to pay principal of and interest on the existing notes when due, and eliminate or modify the related events of default, will become operative. The company intends to pay the overdue April 15, 2009 interest payment to holders of existing notes that were not tendered in the exchange offer. BroderBros. Co. believes that following such payment and the effectiveness of the supplemental indenture, all existing defaults under such existing notes will be cured or waived as of settlement date.
The exchange offer and mutual release and consent solicitation was made upon the terms and subject to the conditions set forth in the Offering Memorandum and Mutual Release and Consent Solicitation Statement, dated April 17, 2009, as supplemented by Supplement No. 1, dated April 28, 2009, and the company’s press releases dated May 1, 2009; May 6, 2009; and May 11, 2009 (the "offering memorandum") and the accompanying letter of transmittal, mutual release and consent (the "letter of transmittal" and, together with the Offering Memorandum, the "offering documents")
previously distributed to eligible holders. D.F. King & Co. Inc. is serving as exchange agent and information agent for the exchange offer and may be contacted at (800) 859-8508 or (212) 269-5550.
The new securities issued pursuant to the exchange offer have not been and will not be registered under the Securities Act or any state securities laws. Therefore, the new securities may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements of the Securities Act and any applicable state securities laws. This press release does not constitute an offer to purchase any securities or a solicitation of an offer to sell any securities. The exchange offer and mutual release and consent solicitation are being made only pursuant to the offering documents and only to such persons and in such jurisdictions as is permitted under applicable law.
About BroderBros. Co.
BroderBros. Co. is one of the nation's largest distributors of trade, private label, and exclusive apparel brands to the imprinting, embroidery and promotional product industries, serving customers since 1919. It currently has eight distribution centers across the U.S. and has the capability to deliver to approximately 80 percent of the U.S. population in one day. Via its three divisions, the company distributes industry-leading brands Anvil, Fruit of the Loom, Gildan, Hanes and Jerzees as well as exclusive retail brands adidas Golf and Champion.
For more information on BroderBros. Co., visit www.broderbros.com.