ATLANTA, June 5 /PRNewswire-FirstCall/ -- Interface, Inc. (Nasdaq: IFSIA)
(the "Company") today announced that it has accepted for payment, and intends
to promptly pay for today, approximately $127.2 million in aggregate principal
amount, or approximately 89.7%, of its outstanding 10.375% Senior Notes due
2010 (the "Notes") (CUSIP No. 458665AG1) tendered pursuant to the Company's
previously announced offer to purchase any and all of the Notes (the "Offer").
The Notes accepted for payment were all tendered by 5:00 P.M., Eastern Time,
on May 29, 2009 (the "Early Tender Deadline"). The tender offer is described
in the Offer to Purchase and Consent Solicitation Statement dated May 14, 2009
(the "Offer to Purchase").
Pursuant to the Offer to Purchase, the total consideration for the Notes
accepted for payment today is $1,045 per $1,000 principal amount of Notes,
which includes the early tender payment of $30 per $1,000 principal amount of
Notes.
The Offer is scheduled to expire at 11:59 P.M., Eastern Time, on June 11,
2009, unless extended or earlier terminated. Holders tendering Notes by the
expiration of the Offer are entitled to receive the offer consideration of
$1,015 per $1,000 principal amount of Notes. As previously announced, as a
result of the execution of the supplemental indenture effecting the proposed
amendments to the indenture governing the Notes, tendered Notes and consents
may no longer be withdrawn or revoked, except in the limited circumstances
described in the Offer to Purchase.
The Company intends to finance the payment for Notes tendered pursuant to
the tender offer primarily with the net proceeds from its private offering of
$150 million in aggregate principal amount of its 11.375% Senior Secured Notes
due 2013, which closed today.
The complete terms and conditions of the tender offer are described in the
Offer to Purchase, copies of which may be obtained by contacting Global
Bondholder Services Corporation as Information Agent at (866) 924-2200 (U.S.
toll-free) or (212) 430-3774. The Company has engaged Banc of America
Securities LLC, Citigroup Global Markets Inc. and Wachovia Securities to serve
as Dealer Managers for the tender offer. Questions regarding the tender offer
and consent solicitation may be directed to Banc of America Securities LLC at
(888) 292-0070 (U.S. toll-free) or (980) 388-9217, Citigroup Global Markets
Inc. at (800) 558-3745 (U.S. toll-free) or (212) 723-6106 or Wachovia
Securities at (866) 309-6316 (U.S. toll-free) or (704) 715-8341.
None of the Company, the Dealer Managers or the Information Agent make any
recommendations as to whether holders should tender their Notes pursuant to
the Offer or consent to the proposed indenture amendments, and no one has been
authorized by any of them to make such recommendations. Holders must make
their own decisions as to whether to tender Notes and deliver consents, and,
if so, the principal amount of Notes to tender.
This press release does not constitute an offer to purchase, a
solicitation of an offer to sell nor a solicitation of consents with respect
to, any Notes or other securities, nor shall there be any purchase of Notes in
any state or jurisdiction in which such offer, solicitation or purchase would
be unlawful prior to the registration or qualification under the securities
laws of any such jurisdiction. The tender offer and consent solicitation is
being made solely by the Offer to Purchase.
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 forward-looking 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 Annual Report on Form 10-K for the fiscal year ended December
28, 2008, which discussion is incorporated herein by this reference,
including, but not limited to, the discussion of specific risks and
uncertainties under the headings "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," "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," "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 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.
- 06/05/2009
CONTACT: Daniel T. Hendrix, President and Chief Executive Officer,
or
Patrick C. Lynch, Senior Vice President and Chief Financial Officer,
+1-770-437-6800;
or Eric Boyriven, or Jessica Greenberger,
both of FD, +1-212-850-5600
Web Site: http://www.interfaceinc.com
(IFSIA)