Flooring America, Inc. Announces Amendment to Tender Offer and Consent Solicitation for Senior Subordinated Notes and Expected Closing Date.Business Editors KENNESAW, Ga.--(BUSINESS WIRE)--March 3, 2000 Flooring America, Inc. (the "Company") announced today that it has amended the partial tender offer for its outstanding $96 million principal amount of 9-1/4% Senior Subordinated Notes due 2007 (the "Notes") and consent solicitation Consent Solicitation A solicitation by one party to the stakeholders of a particular security for the consent of a material change. Notes: Should the majority of stakeholders provide valid consent prior to the consent expiry date, the issuer may then follow through with relating to relating to relate prep → concernant relating to relate prep → bezüglich +gen, mit Bezug auf +acc the Notes (the "Offer and Solicitation solicitation In criminal law, the act of asking, inducing, or directing someone to commit a crime. The person soliciting another becomes an accomplice to the crime. The term also refers to the act of obtaining bribes, as well as to the crime of a prostitute who offers sexual "). The Offer and Solicitation has also been extended to conform with the terms of the amendment and to provide requisite notice from 5:00 P.M., New York City New York City: see New York, city. New York City City (pop., 2000: 8,008,278), southeastern New York, at the mouth of the Hudson River. The largest city in the U.S. time, on March 3, 2000 to 5:00 P.M., New York City time, on March 17, 2000 (the "Expiration Date Expiration Date The day on which an options or futures contract is no longer valid and, therefore, ceases to exist. Notes: The expiration date for all listed stock options in the U.S. "). The Company reported that the amendment was made following negotiations with an ad hoc committee ad hoc committee A committee formed with the purpose of addressing a specific issue or issues, which theoretically is disbanded once its raison d'etre is finished of holders of a majority of the principal amount of outstanding Notes and that the amendment represents the agreement in principle reached with the committee. The anticipated closing date for this transaction is on or before March 22, 2000. Flooring America has amended the Offer and Solicitation to limit its offer to purchase Notes to up to $25 million aggregate principal amount of Notes (the "Initial Purchase Amount"), rather than up to $40 million aggregate principal amount of Notes, and to provide for the Company to consummate additional offers to purchase up to $15,000,000 aggregate principal amount of Notes (such aggregate principal amount of Notes, as reduced by the aggregate principal amount of Notes as to which the Company consummates such offers to purchase, the "Deferred Purchase Amount"), by March 31, 2001 (with offers to purchase not less than $10 million of said principal amount of Notes required to be consummated by December 31, 2000). Notes tendered up to the Initial Purchase Amount will be purchased for cash, at a purchase price of $1,020 per $1,000 principal amount, plus accrued and unpaid interest, upon the terms specified in the Offer to Purchase and the accompanying Consent and Letter of Transmittal Letter of Transmittal A document used by security holder to accompany certificates surrendered in an exchange or other corporate action. . Notes tendered up to the Deferred Purchase Amount in accordance with the additional offers will be purchased for cash, at a purchase price of $970 per $1,000 principal amount, plus accrued and unpaid interest as set out in the Offer and Solicitation. The Amendment No. 1 to Offer to Purchase and Consent Solicitation dated March 3, 2000 (the "Amendment") also amends AMENDS. A satisfaction, given by a wrong doer to the party injured for a wrong committed. 1 Lilly's Reg. 81. 2. By statute 24 Geo. II. c. 44, in England, and by similar statutes in some of the United States, justices of the peace, upon being notified of an the Offer and Solicitation in the following material respects: The interest rate on $71 million of outstanding principal amount of the Notes shall bear interest at 12.75% per annum Per annum Yearly. effective on December 15, 1999, and continuing up to the closing date (such rate to be applied to each Note outstanding on a pro rata [Latin, Proportionately.] A phrase that describes a division made according to a certain rate, percentage, or share. In a Bankruptcy case, when the debtor is insolvent, creditors generally agree to accept a pro rata share of what is owed to them. basis). During the period from the closing date to December 31, 2000, the Deferred Purchase Amount shall bear interest at a rate equal to 13.75% per annum, and the unpaid balance of the Deferred Purchase Amount shall bear interest on and after January 1, 2001 at a rate of 15.00% per annum (such rates to be applied to each Note outstanding on a pro rata basis). The aggregate principal amount outstanding from time to time on the Notes in excess of the Deferred Purchase Amount shall bear interest on and after the closing date at 12.75% per annum, as adjusted as set forth in the original Offer and Solicitation (such rate to be applied pro rata to each Note outstanding on a pro rata basis). The Company is setting aside from its cash balances funds in the amount of the anticipated payments necessary to purchase the Initial Purchase Amount of Notes and the Consent Payments. Except as otherwise expressly set forth in the Amendment, all terms and conditions of the Offer and Solicitation shall remain unaltered and in full force and effect. Flooring America will settle all payment obligations with respect to Notes accepted for purchase pursuant to the Offer and Solicitation and pay the Consent Payment to Holders entitled thereto simultaneously on the closing date, which shall occur within three business days following the Expiration Date. As of March 3, 2000, the holders of $96 million of the outstanding senior notes had tendered their notes for consent and the partial redemption Partial Redemption An investment-transaction classification that refers to the withdrawal of a portion of a security's value by the owner. Rather than withdrawing the entire amount of his or her security's value from the account, an investor may prefer to keep a portion of the offer by the Company. Banc of America Securities LLC (Logical Link Control) See "LANs" under data link protocol. LLC - Logical Link Control is the exclusive dealer manager for the Offer and the solicitation agent for the Solicitation. Information regarding the tender and delivery procedures is contained in the Offer to Purchase and Consent Solicitation dated November 1, 1999, and the Amendment dated March 3, 2000, and related documents. Copies of these documents can be obtained by contacting Banc of America Securities, Liability Management Group, at 888/292-0070 or 704/388-4813, or Beacon Hill Bea·con Hill An area of Boston, Massachusetts, noted for its historic residences, brick sidewalks, and picturesque mews. Noun 1. Beacon Hill - a fashionable section of Boston; site of the Massachusetts capital building Partners at 800/755-5001. Located in the Atlanta suburb of Kennesaw, Flooring America is a leading retailer of floorcovering products and the industry's only publicly traded franchisor. The company's retail network extends to 1,000 locations, including 300 company owned operations. |
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