Fleetwood Announces Revised Terms for the Exchange Offer for Its 5% Debentures
November 28 2008 - 5:45AM
PR Newswire (US)
RIVERSIDE, Calif., Nov. 28 /PRNewswire-FirstCall/ -- Fleetwood
Enterprises, Inc. (NYSE:FLE) announced today that it has revised
the terms of its registered exchange offer, originally announced on
October 30, 2008, for its existing $100 million principal amount of
5% convertible senior subordinated debentures. Under the revised
terms, which are designed to simplify the tender process, there
will no longer be an escalation in the consideration offered based
on the level of participation, but instead holders who opt to
participate in the exchange offer will now receive the following
fixed consideration for each $1,000 in principal amount of
debentures tendered: -- $1,030 in new senior secured notes, which
are (1) senior obligations of Fleetwood, (2) secured by a first
priority lien on approximately $20 million of unencumbered real
estate assets of certain Fleetwood subsidiaries and a junior lien
on approximately $58 million of certain of Fleetwood's
subsidiaries' real properties that are pledged to secure its credit
facility, (3) guaranteed on a subordinated basis to Fleetwood's
credit facility by certain Fleetwood subsidiaries, and (4) due
three years from the date of issuance; -- with a coupon rate of 14
percent consisting of: o 5 percent interest payable in cash, plus o
9 percent pay-in-kind interest (PIK interest); plus -- 140 shares
of Fleetwood common stock (assuming that the average price of the
common stock during the relevant 20 trading day period is at or
below $0.75 per share); together with -- the payment of accrued and
unpaid interest for any debentures accepted in the exchange offer.
In connection with these revised terms, Fleetwood is filing an
amendment to the registration statement on Form S-4 previously
filed on October 30, 2008. The exchange offer is being extended and
is now scheduled to expire at 5:00 p.m., New York City time, on
December 11, 2008. To date, there have not been any debentures
tendered into this exchange offer. Concurrently, Fleetwood is
filing an amendment to its registration statement on Form S-4
previously filed on November 6, 2008, with respect to its
repurchase obligation on December 15, 2008. If holders tender their
debentures pursuant to the Company's repurchase obligation, they
will receive only shares of common stock. Important Information
Regarding Exchange Offers In connection with these two offers,
registration statements on Form S-4, tender offer statements on
Schedule TO, and related documents and amendments thereto relating
to the offers are being filed by Fleetwood with the SEC. The senior
secured notes and common stock may not be exchanged or sold nor may
offers to exchange or buy be accepted prior to the time the
applicable registration statement becomes effective. This news
release shall not constitute an offer to exchange or sell, or the
solicitation of an offer to exchange or buy, nor shall there be any
exchange or sale of such securities in any state in which such
offer, exchange, solicitation or sale would be unlawful prior to
registration or qualification under the securities laws of any such
state. Holders of the debentures are strongly advised to read the
registration statements, tender offer statements and other related
documents because these documents contain important information.
Such holders may obtain copies of the exchange offer materials from
MacKenzie Partners, the information agent for the offers, at
800-322-2885. These documents can also be obtained at no charge
from Fleetwood or at the SEC's website, http://www.sec.gov/.
Fleetwood is not making any recommendation to holders of
outstanding debentures as to whether they should tender their
securities pursuant to either offer. About Fleetwood Fleetwood
Enterprises, Inc., through its subsidiaries, is a leading producer
of recreational vehicles and manufactured homes. This Fortune 1000
company, headquartered in Riverside, Calif., is dedicated to
providing quality, innovative products that offer exceptional value
to its customers. Fleetwood operates facilities strategically
located throughout the nation, including recreational vehicle,
factory-built housing and supply subsidiary plants. For more
information, visit the Company's website at
http://www.fleetwood.com/. This press release contains certain
forward-looking statements and information based on the beliefs of
Fleetwood's management as well as assumptions made by, and
information currently available to, Fleetwood's management. Such
statements, including the consideration to be exchanged in the
exchange offers and the scheduled expiration dates of the exchange
offers, reflect the current views of Fleetwood with respect to
future events and are subject to certain risks, uncertainties, and
assumptions, including risk factors identified in Fleetwood's 10-K
and other SEC filings. These risks and uncertainties include,
without limitation, the significant demands on our liquidity while
current economic and credit conditions are severely affecting our
operations, including the potential repurchase of $100 million 5%
debentures in December 2008 if we do not have sufficient shares of
common stock to meet a repurchase obligation; the lack of assurance
that we will regain sustainable profitability in the foreseeable
future; our potential inability to decrease our operating losses
and negative cash flow; the effect of ongoing weakness in both the
manufactured housing and recreational vehicle markets, especially
the recreational vehicle market which has deteriorated sharply in
recent months; the volatility of our stock price and the risk of
potential delisting from the NYSE; the effect of a decline in home
equity values, volatile fuel prices and interest rates, global
tensions, employment trends, stock market performance, credit
crisis, availability of financing generally, and other factors that
can and have had a negative impact on consumer confidence, and
which may continue to reduce demand for our products, particularly
recreational vehicles; the availability and cost of wholesale and
retail financing for both manufactured housing and recreational
vehicles; our ability to comply with financial tests and covenants
on existing and future debt obligations; our ability to obtain, on
reasonable terms if at all, the financing we will need in the
future to execute our business strategies; potential dilution
associated with future equity or equity-linked financings we may
undertake to raise additional capital and the risk that the equity
pricing may not be favorable; the cyclical and seasonal nature of
both the manufactured housing and recreational vehicle industries;
the increasing costs of component parts and commodities that we may
be unable to recoup in our product prices; repurchase agreements
with floorplan lenders, which we currently expect could result in
increased costs due to the deteriorated market conditions; expenses
and uncertainties associated with the entry into new business
segments or the manufacturing, development, and introduction of new
products; the potential for excessive retail inventory levels and
dealers' desire to reduce inventory levels in the manufactured
housing and recreational vehicle industries; the effect on our
sales, margins and market share from aggressive discounting by
competitors; potential increases in the frequency and size of
product liability, wrongful death, class action, and other legal
actions; and the highly competitive nature of our industries and
changes in our competitive landscape. Filed by Fleetwood
Enterprises, Inc. pursuant to Rule 425 under the Securities Act of
1933 and Rule 13e-4 under the Securities Exchange Act of 1934
Subject Company: Fleetwood Enterprises, Inc. Commission File No.
001-7699 Contacts: Lyle Larkin, Vice President - Treasurer,
+1-951-351-3535 Kathy A. Munson, Director - Investor Relations,
+1-951-351-3650 DATASOURCE: Fleetwood Enterprises, Inc. CONTACT:
Lyle Larkin, Vice President|Treasurer, +1-951-351-3535, or Kathy A.
Munson, Director - Investor Relations, +1-951-351-3650, both of
Fleetwood Enterprises, Inc. Web site: http://www.fleetwood.com/
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