Atrium Announces Private Debt Exchange Offer and Consent Solicitation Relating to 11 1/2% Senior Discount Notes due 2012 of ACIH, Inc.

2008-08-22 22:54:04 -

atrium.com - Atrium Corporation ("Atrium Corp"), ACIH, Inc., a wholly-owned subsidiary of Atrium Corp ("ACIH"), and Atrium Companies, Inc. (the "Issuer"), a wholly-owned subsidiary of ACIH, announced today the commencement of a private offer to exchange any and all of the 11 1/2% Senior Discount Notes due 2012 issued by ACIH (the "Old Notes") in a private placement for new

15.0% senior subordinated notes due 2012 (the "New 15.0% Notes") to be issued by the Issuer and warrants ("Warrants") to purchase shares of Atrium Corp's Series C Preferred Stock convertible into 10.0% of Atrium Corp's common stock on a fully diluted basis at an exercise price of $0.01 per share, subject to adjustment. The CUSIP numbers of the Old Notes are 00087E AA3 and U0045R AA 2.

Concurrently with the exchange offer, ACIH is also soliciting consents from the holders of the Old Notes ("Holders") for certain amendments to the indenture pursuant to which the Old Notes were issued (the "Old Indenture") to eliminate or amend substantially all of the restrictive covenants and modify certain of the events of default and various other provisions contained in the Old Indenture (collectively, the "Proposed Amendments"). In connection therewith, ACIH is also asking Holders to release and waive any and all claims they may have arising from prior non-compliance by ACIH with any of the terms of the Old Indenture (collectively with the Proposed Amendments, the "Amendment and Waiver"). A tender by any Holder in the exchange offer will also constitute an approval by such Holder of the Amendment and Waiver.

The exchange offer and consent solicitation are being made only to "qualified institutional buyers" (as defined in Rule 144A promulgated under the Securities Act of 1933, as amended) inside the United States and to persons that are not "U.S. Persons" in an "offshore transaction" (each as defined in Regulation S promulgated under the Securities Act of 1933, as amended) ("eligible holders"). Subject to the terms and conditions of the exchange offer and consent solicitation, each Holder who validly tenders and does not revoke all Old Notes held by such Holder will receive for each $1,000 of principal of, and accrued and unpaid interest (including overdue interest) on, the Old Notes tendered (i) an equal principal amount of the New 15.0% Notes and (ii) a ratable share of Warrants.

The consummation of the exchange offer and consent solicitation is conditioned upon the satisfaction or waiver of the conditions set forth in the offering memorandum and consent solicitation statement dated August 22, 2008 (the "Offering Memorandum"). The exchange offer and consent solicitation will expire at 5:00 p.m., New York City time, on September 23, 2008, unless extended or earlier terminated (the "Expiration Date"). Holders must validly tender and not validly withdraw their Old Notes on or before the Expiration Date, unless extended, to receive New 15.0% Notes and Warrants.

ACIH's obligations to accept any Old Notes tendered and to pay the applicable consideration for them are set forth solely in the Offering Memorandum and the accompanying Letter of Transmittal. Documents relating to the exchange offer and consent solicitation will only be distributed to eligible holders who complete and return a letter of eligibility confirming that they are within the category of eligible holders for this private offer. Holders who desire a copy of the eligibility letter should contact Mackenzie Partners, Inc., the information agent for the exchange offer, at (800) 322-2885. This news release is neither an offer to purchase nor a solicitation of an offer to sell any securities, including the New 15.0% Notes or Warrants. The exchange offer and consent solicitation are made only by, and pursuant to the terms set forth in the Offering Memorandum, and the information in this news release is qualified by reference to the Offering Memorandum and the accompanying Letter of Transmittal. The securities, including the New 15.0% Notes and Warrants, have not been and will not be registered under the Securities Act of 1933, as amended, may not be offered or sold in the U. S. absent registration or an applicable exemption from registration requirements, and will therefore be subject to substantial restrictions on transfer.

Atrium, based in Dallas, Texas, is one of the largest manufacturers and suppliers of residential windows and doors in North America, with pro forma net sales exceeding $700 million for the last twelve months, approximately 5,100 employees and 52 manufacturing facilities and distribution centers in 21 states, Canada and Mexico.

Statements in this press release, other than statements of historical information, are forward-looking statements that are made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. Investors are cautioned that forward-looking statements are inherently uncertain. Actual performance and results may differ materially from those projected or suggested herein due to certain risks and uncertainties including, without limitation, operating risks and the risks described in the Offering Memorandum. Forward-looking statements speak only as of the date on which they were made and, except as required by law, we assume no obligation to update any forward-looking statements and do not intend to update or revise any forward-looking statements whether as a result of new information, future events or otherwise.

Atrium Companies, Inc., Dallas
Patrick Coffee, 214-630-5757