Norcraft receives consents need to amend 9¾% senior discount notes

New York, Nov. 23 - Norcraft Holdings, LP said it received the consents needed to amend the 9¾% senior discount notes due 2012 it issued jointly with Norcraft Capital Corp.

By 5 p.m. ET on Nov. 23, consents had been delivered for 98.3% of the notes.

The consent solicitation, along with a tender offer for up to $35 million principal amount of the notes, was announced on Nov. 17.

The company will pay $1,023.38 for each $1,000 principal amount of notes tendered. This amount includes an early tender premium of $10.00 per $1,000 principal amount of notes tendered by 5 p.m. ET on Dec. 1, the early tender time.

Holders will also receive accrued interest up to but excluding the settlement date.

If the principal amount of notes tendered exceeds the cap, the company will purchase an amount of notes up to the cap on a pro rata basis.

The tender offer will expire at midnight ET on Dec. 15.

The company was soliciting consents to amend the note indenture to:

• Allow Norcraft Intermediate Holdings, LP, Norcraft Cos., LP or any restricted subsidiary of the latter to incur debt in excess of the amount otherwise permitted by the indenture provided that the proceeds are distributed to Norcraft Holdings and used to redeem, repurchase, acquire, defease or discharge 9¾% notes within 90 days;

• Allow Norcraft Holdings to incur debt in excess of the amount otherwise permitted by the indenture provided that the proceeds are used to redeem, repurchase, acquire, defease or discharge 9¾% notes within 90 days; and

• Disregard "consolidated interest expense" as defined in the indenture related to any debt incurred under the above provision for the purposes of determining whether any debt may be incurred in reliance upon the "coverage ratio exception" concurrently with incurring such debt.

Holders who deliver consents prior to 5 p.m. ET on Nov. 23 will receive $1.00 in cash per $1,000 principal amount of notes.

Holders who tender their notes prior to the consent expiration time will be deemed to have delivered their consent, even if those tendered notes are not purchased due to proration. Holders may not deliver consents without tendering notes.

The consent solicitation was subject to the receipt of consents from holders of at least a majority of the principal amount of notes outstanding.

The tender offer is conditioned on the execution of a supplemental indenture implementing the amendments and the successful completion of a proposed private placement of senior secured notes by some of Norcraft Holdings' subsidiaries, the proceeds of which will be used in combination with cash on hand to fund the tender offer.

UBS Investment Bank (888 719-4210 or collect at 203 719-4210) is the dealer manager, and Global Bondholder Services Corp. (866 873-7700) is the information agent.

Norcraft is a cabinetry company based in Eagan, Minn.

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