WII Components begins tender offer for all 10% senior notes due 2012

By Marisa Wong

Madison, Wis., Oct. 19 - WII Components, Inc. announced that it has started a cash tender offer and consent solicitation for all of its outstanding $108.35 million principal amount of 10% senior notes due 2012.

The company is soliciting consents from holders to certain proposed amendments that would eliminate substantially all of the restrictive covenants and certain events of default in the indenture governing the notes.

The tender offer and consent solicitation will expire at 11:59 p.m. ET on Nov. 15.

Holders who tender their notes on or prior to the consent payment deadline of 5 p.m. ET on Oct. 27 will receive a total consideration of $1,002.50 per $1,000 principal amount of notes. The total consideration includes a consent payment of $2.50 per $1,000 of notes.

Holders who tender their notes after the consent date but on or before the expiration date will receive the tender offer consideration of $1,000 per $1,000 of notes, which is equal to the total consideration less the consent payment.

The company will also pay accrued interest up to but excluding the applicable payment date.

Holders who tender their notes on or before the consent date will be paid on the early settlement date, which is expected to promptly follow the consent date. Holders tendering after the consent date but on or before the expiration date will be paid on the final settlement date, which will be shortly after the expiration date.

Holders may withdraw tendered notes at any time on or prior to the consent date.

Adoption of the proposed amendments requires the consent of holders of a majority of the outstanding notes. Holders who tender their notes will be deemed to have consented to the amendments, and holders may not deliver consents without tendering their notes.

The tender offer and consent solicitation are subject to conditions including, among others, a financing condition that the company receive sufficient proceeds from a proposed debt refinancing to fund the tender offer and consent solicitation.

Gleacher & Co. Securities, Inc. (800 462-6242 or 212 273-7100) is dealer manager and solicitation agent for the tender offer and consent solicitation, and D.F. King & Co., Inc. (888 628-9011 or 212 269-5550) is tender agent and information agent.

WII is a St. Cloud, Minn.-based manufacturer of hardwood cabinet doors, hardwood components and engineered wood products.

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