Registration Statements for Fleetwood's Exchange Offers Declared Effective
Posted on: Tuesday, 9 December 2008, 21:27 CST
RIVERSIDE, Calif., Dec. 9 /PRNewswire-FirstCall/ -- Fleetwood Enterprises,
Inc. (NYSE: FLE) announced today that the registration statements in respect
of its exchange offers for its existing $100 million principal amount of 5%
convertible senior subordinated debentures have been declared effective by the
Securities and Exchange Commission (SEC).
Fleetwood commenced a registered exchange offer on October 30, 2008 for
its existing $100 million principal amount of 5% convertible senior
subordinated debentures. Under the terms of the offer, holders who opt to
participate in the exchange offer will receive the following 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:
-- 5 percent interest payable in cash, plus
-- 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.
The exchange offer is scheduled to expire at 5:00 p.m., New York City
time, on Thursday, December 11, 2008.
Holders of the debentures may alternatively tender their debentures by
Monday, December 15, 2008 in a separate registered exchange offer, pursuant to
the Company's repurchase obligation, but in that case holders 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. 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
SOURCE Fleetwood Enterprises, Inc.
Source: PR Newswire
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