Atrium extends exchange offer, consent solicitation for ACIH's 11½% discount notes, adds details

New York, Sept. 29 - Atrium Corp. said it has extended its 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.

The company also amended the offer to clarify what happens if Atrium Corp. is wound down.

As extended, the offer will now end at 5 p.m. ET on Oct. 10, pushed back from 5 p.m. on Sept. 23.

As of the old expiration date, holders had tendered $169.435 million, or 97.4%, of the $174 million of notes. One condition to the offer was that at least 97% of the notes be tendered.

The amendment also clarifies and provides details as to how Atrium Corp. will distribute, after all debt and other liabilities have been paid, equity proceeds in the event of a sale, merger, liquidation, winding down or dissolution of Atrium Corp. or other liquidation event for cash or stock to holders of its equity securities, including holders of Atrium Corp.'s series B and series C preferred stock.

As announced on Aug. 22, 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 was originally scheduled to 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 residential windows and doors and is based in Dallas.

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