Fleetwood Announces Successful Completion of Exchange Offer
December 12 2008 - 7:30AM
PR Newswire (US)
RIVERSIDE, Calif., Dec. 12 /PRNewswire-FirstCall/ -- Fleetwood
Enterprises, Inc. (NYSE:FLE) announced today that it has
successfully completed the exchange offer, launched on October 30,
2008, to issue Fleetwood's new 14% senior secured notes and shares
of its common stock in exchange for its existing $100 million
principal amount of 5% convertible senior subordinated debentures.
Approximately $79 million in aggregate principal amount of
debentures were tendered and accepted in the exchange offer, which
expired at 5:00 p.m., New York City time, on December 11, 2008.
Pursuant to the terms of the exchange offer, Fleetwood will issue
approximately $81.4 million in aggregate principal amount of its
new 14% senior secured notes and 11 million shares of its common
stock. Fleetwood will issue the new notes and shares as promptly as
practicable. Holders of the debentures who did not tender into this
exchange offer may either retain their 5% convertible debentures or
tender their debentures by Monday, December 15, 2008 in a separate
registered exchange offer. Holders who tender in that separate
exchange offer will receive only shares of common stock. Based on
the volume weighted average price formula by which these shares
will be valued, Fleetwood anticipates that it will have sufficient
authorized but unissued shares with which to meet that obligation,
and therefore that it will fully satisfy the terms of the governing
indenture. Notification of Non-Compliance with NYSE Listing
Requirements Fleetwood has received formal notification from NYSE
Regulation, Inc. that it is not in compliance with the NYSE's
continued listing standard requirements that it maintain a market
capitalization of at least $25 million over a 30 trading-day
period, and that it have, at a minimum, either a $75 million
average market capitalization or $75 million in stockholders'
equity. Fleetwood is pursuing various solutions to satisfy the
continued listing standards, including the successful completion of
the exchange offer as reported above, and in addition Fleetwood is
continuing to develop and implement ongoing restructuring
initiatives to improve operations and further reduce costs. As
previously announced, NYSE earlier notified the Company that it was
not in compliance with the $1.00 average share price continued
listing standard, and Fleetwood had previously notified the NYSE of
its intent to cure that deficiency. Important Information Regarding
Exchange Offers In connection with these two offers, registration
statements on Form S-4, tender offer statements on Schedule TO, and
related documents and amendments thereto relating to the offers
have been filed by Fleetwood with the SEC. This news release shall
not constitute an offer to exchange or sell, or the solicitation of
an offer to exchange or buy, nor shall there be any exchange or
sale of such securities in any state in which such offer, exchange,
solicitation or sale would be unlawful prior to registration or
qualification under the securities laws of any such state. Holders
of the debentures are strongly advised to read the registration
statements, tender offer statements and other related documents
because these documents contain important information. Such holders
may obtain copies of the exchange offer materials from MacKenzie
Partners, the information agent for the offers, at 800-322- 2885.
These documents can also be obtained at no charge from Fleetwood or
at the SEC's website, http://www.sec.gov/. Fleetwood is not making
any recommendation to holders of outstanding debentures as to
whether they should tender their securities pursuant to the
remaining offer. About Fleetwood Fleetwood Enterprises, Inc.,
through its subsidiaries, is a leading producer of recreational
vehicles and manufactured homes. This Fortune 1000 company,
headquartered in Riverside, Calif., is dedicated to providing
quality, innovative products that offer exceptional value to its
customers. Fleetwood operates facilities strategically located
throughout the nation, including recreational vehicle,
factory-built housing and supply subsidiary plants. For more
information, visit Fleetwood's website at
http://www.fleetwood.com/. This press release contains certain
forward-looking statements and information based on the beliefs of
Fleetwood's management as well as assumptions made by, and
information currently available to, Fleetwood's management. Such
statements reflect the current views of Fleetwood with respect to
future events and are subject to certain risks, uncertainties, and
assumptions, including risk factors identified in Fleetwood's 10-K
and other SEC filings. These risks and uncertainties include,
without limitation, the significant demands on our liquidity while
current economic and credit conditions are severely affecting our
operations; the lack of assurance that we will regain sustainable
profitability in the foreseeable future; our potential inability to
decrease our operating losses and negative cash flow; the effect of
ongoing weakness in both the manufactured housing and recreational
vehicle markets, especially the recreational vehicle market which
has deteriorated sharply in recent months; the volatility of our
stock price and the risk of potential delisting from the NYSE; the
effect of a decline in home equity values, volatile fuel prices and
interest rates, global tensions, employment trends, stock market
performance, credit crisis, availability of financing generally,
and other factors that can and have had a negative impact on
consumer confidence, and which may continue to reduce demand for
our products, particularly recreational vehicles; the availability
and cost of wholesale and retail financing for both manufactured
housing and recreational vehicles; our ability to comply with
financial tests and covenants on existing and future debt
obligations; our ability to obtain, on reasonable terms if at all,
the financing we will need in the future to execute our business
strategies; ; potential dilution associated with future equity or
equity- linked financings we may undertake to raise additional
capital and the risk that the equity pricing may not be favorable;
the cyclical and seasonal nature of both the manufactured housing
and recreational vehicle industries; the increasing costs of
component parts and commodities that we may be unable to recoup in
our product prices; repurchase agreements with floorplan lenders,
which we currently expect could result in increased costs due to
the deteriorated market conditions; expenses and uncertainties
associated with the entry into new business segments or the
manufacturing, development, and introduction of new products; the
potential for excessive retail inventory levels and dealers' desire
to reduce inventory levels in the manufactured housing and
recreational vehicle industries; the effect on our sales, margins
and market share from aggressive discounting by competitors;
potential increases in the frequency and size of product liability,
wrongful death, class action, and other legal actions; and the
highly competitive nature of our industries and changes in our
competitive landscape. Filed by Fleetwood Enterprises, Inc.
pursuant to Rule 425 under the Securities Act of 1933 and Rule
13e-4 under the Securities Exchange Act of 1934 Subject Company:
Fleetwood Enterprises, Inc. Commission File No. 001-7699 Contact:
Lyle Larkin, Vice President -- Treasurer (951) 351-3535 * Kathy A.
Munson, Director -- Investor Relations (951) 351-3650 DATASOURCE:
Fleetwood Enterprises, Inc. CONTACT: Lyle Larkin, Vice President --
Treasurer, +1-951-351-3535, or Kathy A. Munson, Director --
Investor Relations, +1-951-351-3650, both of Fleetwood Enterprises,
Inc. Web site: http://www.fleetwood.com/
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