Polymer Group, Inc. Announces Commencement of Consent Solicitation
CHARLOTTE, N.C., Oct. 15, 2013
CHARLOTTE, N.C., Oct. 15, 2013 /PRNewswire/ -- Polymer Group, Inc. (PGI) today
announced that it has commenced a consent solicitation (the "Solicitation") to
amend (the "Proposed Amendments") the indenture, dated January 28, 2011, (the
"Indenture") among PGI, the guarantors party thereto and Wilmington Trust
Company, as trustee, with respect to its $560,000,000 outstanding principal
amount of 7.75% Senior Secured Notes due 2019 (CUSIP 731745AL9; ISIN
US731745AL96) (the "Securities).
PGI is soliciting consents from the holders that held Securities (the
"Holders") as of 5:00 p.m., New York City time, on October 14, 2013 (the
"Record Time"). The Proposed Amendments require the consent of Holders that
held as of the Record Time not less than a majority in principal amount of the
outstanding Securities (the "Requisite Consents"). The Proposed Amendments
will amend the definition of "EBITDA" and the debt covenant in order to
provide PGI with additional capacity to incur and secure indebtedness under
the Indenture, as more fully described in the consent solicitation statement
dated October 15, 2013 (the "Statement").
In consideration for consents to the Proposed Amendments, upon the terms and
subject to the conditions of the Solicitation, PGI will pay a consent fee of
$2.50 for each $1,000 in principal amount of Securities held by a Holder as of
the Record Time as to which PGI has received and accepted a valid (and
unrevoked) consent on or prior to the expiration of the Solicitation from such
Holder. The consent payment will be made no later than the third business day
following the expiration of the Solicitation.
The Solicitation will expire at 5:00 p.m., New York City time, on October 21,
2013, unless extended by PGI (such date and time, as it may be extended, the
"Expiration Date"). PGI will make a public announcement of any extension to
the Expiration Date at or prior to 9:00 a.m., New York City time, on the next
business day after the previously scheduled Expiration Date. Holders may
deliver their consents at any time on or prior to the Expiration Date.
Holders may revoke their consents prior to the effectiveness of the
supplemental indenture relating to the Proposed Amendments. PGI expects to
execute the supplemental indenture promptly after the receipt of the Requisite
Consents. Any holder who validly revokes a consent will not be eligible to
receive a consent payment, unless such consent is redelivered and accepted by
PGI prior to the Expiration Date.
The Solicitation is subject to certain terms and conditions, as set forth more
fully in the Statement and related documents. The Statement and related
documents contain important information, and holders should read them
carefully before making any decision with respect to the Solicitation.
PGI has retained Citigroup Global Markets Inc. to serve as the lead
solicitation agent for the Solicitation, Barclays Capital Inc. as
co-solicitation agent and Global Bondholder Services Corporation to serve as
the information and tabulation agent. Questions regarding the Solicitation
may be directed to Citigroup Global Markets Inc. at (800) 558-3745 (toll-free)
or (212) 723-6106 (collect). Copies of the Statement and related documents
may be obtained at no charge by contacting the information and tabulation
agent at (866) 470-4500 (toll-free) or (212) 430-3774 (collect).
This announcement is not a solicitation of consents with respect to the
Securities. The Solicitation is being made solely pursuant to the Statement
and the related consent form. The Solicitation is not being made to holders of
Securities in any jurisdiction in which the Solicitation would not be in
compliance with the securities, blue sky or other laws of such jurisdiction.
In any jurisdiction where the laws require solicitations to be made by a
licensed broker or dealer, the Solicitation will be deemed to be made on
behalf of PGI by the solicitation agents, or one or more registered broker
dealers under the laws of such jurisdiction.
PGI is a global, technology-driven developer, producer and marketer of
engineered materials, and one of the world's leading producers of nonwovens.
With the broadest range of process technologies in the nonwovens industry, PGI
is a global supplier to leading consumer and industrial product manufacturers.
The Company operates 13 manufacturing and converting facilities in 9 countries
throughout the world.
Safe Harbor Statement
Except for historical information contained herein, the matters set forth in
this press release are forward-looking statements, within the meaning of
Section 27A of the Securities Act of 1933 and Section 21E of the Securities
Exchange Act of 1934, that involve certain risks and uncertainties that could
cause actual results to differ materially from those described in the
forward-looking statements. These forward-looking statements speak only as of
the date of this release. Important factors that could cause actual results
to differ materially from those discussed in such forward-looking statements
include: general economic factors including, but not limited to, changes in
interest rates, foreign currency translation rates, consumer confidence,
trends in disposable income, changes in consumer demand for goods produced,
and cyclical or other downturns; cost and availability of raw materials, labor
and natural and other resources and the inability to pass raw material cost
increases along to customers; changes to selling prices to customers which are
based, by contract, on an underlying raw material index; substantial debt
levels and potential inability to maintain sufficient liquidity to finance our
operations and make necessary capital expenditures; the ability to meet
existing debt covenants or obtain necessary waivers; achievement of objectives
for strategic acquisitions and dispositions; the ability to achieve successful
or timely start-up of new or modified production lines; reliance on major
customers and suppliers; domestic and foreign competition; information and
technological advances; risks related to operations in foreign jurisdictions;
and changes in environmental laws and regulations, including climate
change-related legislation and regulation. Investors and other readers are
directed to consider the risks and uncertainties discussed in documents filed
by Polymer Group, Inc. with the Securities and Exchange Commission, including
the company's Annual Report on Form 10-K and subsequent Quarterly Reports on
SOURCE Polymer Group, Inc.
Contact: Financial Inquiries: Dennis Norman, Executive VP and Chief Financial
Officer, NormanD@pginw.com, 704-697-5186
Press spacebar to pause and continue. Press esc to stop.