ATLANTA, Nov. 25 /PRNewswire-FirstCall/ -- Interface, Inc. (Nasdaq:
IFSIA), the world's largest manufacturer of modular carpet, today announced
the commencement of a private exchange offer relating to the $152,588,000
aggregate principal amount of outstanding 10.375% Senior Notes due 2010 (CUSIP
458665AG1).
Interface is offering to exchange, in a private placement, $306 in cash
(including a $20 consent payment) and $700 in principal amount of new
replacement 13.5% Senior Notes due 2012 for each $1,000 principal amount of
the 2010 notes. The terms of the replacement notes will be substantially
similar to the terms of the 2010 notes, other than interest rate and maturity.
In conjunction with the exchange offer, Interface also is soliciting consents
to a proposed amendment to the indenture governing the 2010 notes. Each holder
of 2010 notes that gives a valid consent on or prior to the consent payment
deadline, 5:00 p.m. New York City time on December 9, 2008 (unless extended),
and does not withdraw such holder's 2010 notes tendered in the exchange offer,
will receive the $20 consent payment for each $1,000 principal amount of 2010
notes with respect to which a consent is given. Holders that tender their 2010
notes will be required to consent to the proposed amendment.
The exchange offer will be subject to customary conditions, as well as the
receipt of more than $76,294,000 in aggregate principal amount of the 2010
notes. The proposed amendment will require the receipt of consents from a
majority in aggregate principal amount outstanding of the 2010 notes.
The exchange offer will terminate at Midnight, New York City time on
December 23, 2008 (unless extended). Tenders of the 2010 notes may be
withdrawn at any time prior to 5:00 p.m. New York City Time on December 9,
2008.
The offering of the replacement notes in the exchange offer is being made
only to qualified institutional buyers and certain non-U.S. investors located
outside the United States ("eligible holders"). The exchange offer will be
made by delivery to such persons of a confidential offering memorandum and
related materials. This announcement is neither an offer to sell nor a
solicitation of an offer to buy the replacement notes.
The replacement notes will not be initially registered under the
Securities Act of 1933, or any state securities laws, and may not be offered
or sold in the United States absent registration or an applicable exemption
from registration requirements, and will therefore be subject to substantial
restrictions on transfer.
Interface, Inc. is the world's largest manufacturer of modular carpet,
which it markets under the InterfaceFLOR(R), FLOR(TM), Heuga(R) and Bentley
Prince Street(R) brands, and, through its Bentley Prince Street brand, enjoys
a leading position in the designer quality segment of the broadloom carpet
market. The Company is committed to the goal of sustainability and doing
business in ways that minimize the impact on the environment while enhancing
shareholder value.
Safe Harbor Statement under the Private Securities Litigation Reform Act
of 1995: Except for historical information contained herein, the other matters
set forth in this news release are forwardlooking statements. The
forward-looking statements set forth above involve a number of risks and
uncertainties that could cause actual results to differ materially from any
such statement, including risks and uncertainties associated with economic
conditions in the commercial interiors industry as well as the risks and
uncertainties discussed under the heading "Risk Factors" included in Item 1A
of the Company's Quarterly Report on Form 10-Q for the quarter ended September
28, 2008 and Annual Report on Form 10-K for the fiscal year ended December 30,
2007, which discussion is incorporated herein by this reference, including,
but not limited to, the discussion of specific risks and uncertainties under
the headings "The recent worldwide financial and credit crisis could have a
material adverse effect on our business, financial condition and results of
operations," "We compete with a large number of manufacturers in the highly
competitive commercial floorcovering products market, and some of these
competitors have greater financial resources than we do," "Sales of our
principal products have been and may continue to be affected by adverse
economic cycles in the renovation and construction of commercial and
institutional buildings," "Our success depends significantly upon the efforts,
abilities and continued service of our senior management executives and our
principal design consultant, and our loss of any of them could affect us
adversely," "Our substantial international operations are subject to various
political, economic and other uncertainties that could adversely affect our
business results, including by restrictive taxation or other government
regulation and by foreign currency fluctuations," "Large increases in the cost
of petroleum-based raw materials could adversely affect us if we are unable to
pass these cost increases through to our customers," "Unanticipated
termination or interruption of any of our arrangements with our primary
third-party suppliers of synthetic fiber could have a material adverse effect
on us," "We have a significant amount of indebtedness, which could have
important negative consequences to us," "The market price of our common stock
has been volatile and the value of your investment may decline," "Our earnings
in a future period could be adversely affected by non-cash adjustments to
goodwill, if a future test of goodwill assets indicates a material impairment
of those assets," "Our Chairman, together with other insiders, currently has
sufficient voting power to elect a majority of our Board of Directors," and
"Our Rights Agreement could discourage tender offers or other transactions for
our stock that could result in shareholders receiving a premium over the
market price for our stock." Any forward-looking statements are made pursuant
to the Private Securities Litigation Reform Act of 1995 and, as such, speak
only as of the date made. The Company assumes no responsibility to update or
revise forward-looking statements made in this press release and cautions
readers not to place undue reliance on any such forward-looking statements.
SOURCE Interface, Inc. - 11/25/2008
CONTACT: Daniel T. Hendrix, President and Chief Executive Officer,
Patrick C. Lynch, Senior Vice President and Chief Financial Officer,
+1-770-437-6800; or Eric Boyriven or Bob Joyce, both of FD, +1-212-850-5600
Web Site: http://www.interfaceinc.com
(IFSIA)