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Atrium begins exchange offer, consent solicitation for ACIH's 11½% discount notes
By Angela McDaniels
Tacoma, Wash., Aug. 22 - Atrium Corp. announced a private offer to exchange any of the 11½% senior discount notes due 2012 issued by ACIH, Inc. in a private placement for new 15% senior subordinated notes due 2012 to be issued by Atrium Cos., Inc.
Holders who exchange will also receive warrants to purchase shares of Atrium's series C preferred stock. The preferreds will be convertible into 10% of Atrium's common stock on a fully diluted basis at an exercise price of $0.01 per share.
For each $1,000 principal amount of 11½% notes, holders who exchange will receive accrued interest, $1,000 principal amount of the new 15% notes and a ratable share of the warrants.
In connection with the offer, ACIH is soliciting consents for amendments to the 11½% note indenture to eliminate or amend substantially all of the restrictive covenants and to modify some of the events of default and other provisions. ACIH is also asking holders to waive any claims they may have arising from prior non-compliance by ACIH with any of the indenture terms.
Tendering into the exchange offer will constitute an approval of the amendment and waiver, according to a company news release.
The exchange offer and consent solicitation will expire at 5 p.m. ET on Sept. 23.
Atrium said the offer is only being made to qualified institutional buyers inside the United States and to people who are not "U.S. Persons" in an "offshore transaction" as defined in Regulation S under the Securities Act of 1933.
Mackenzie Partners, Inc. (800 322-2885) is the information agent.
Atrium manufactures residental windows and doors and is based in Dallas.
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