Orleans Homebuilders Announces Closing of Private Debt Exchange Agreement for 100% of its $75 Million of Trust Preferred Securit
04 August 2009 - 11:56PM
PR Newswire (US)
BENSALEM, Pa., Aug. 4 /PRNewswire-FirstCall/ -- Orleans
Homebuilders, Inc. (the "Company") (AMEX:OHB) announced today that,
with the consent required and received yesterday from its bank
lending group, the Company has successfully closed a private debt
exchange offering for 100% of its $75 million aggregate principal
amount of unsecured junior subordinated trust preferred securities
issued by an affiliate of the Company on November 23, 2005 for new
unsecured junior subordinated notes issued by OHI Financing, Inc.,
a wholly owned subsidiary of the Company. The private debt exchange
and related bank lending group consent both closed on August 3,
2009. Jeffrey P. Orleans, Chief Executive Officer, stated, "We
appreciate the cooperation of the holders of our $75 million issue
of trust preferred securities in these challenging times. We
believe that the terms of the new subordinated notes will improve
our ability to manage through the current difficult homebuilding
environment and over the longer term." The key terms of the new
notes are generally as set forth below: -- The new notes require
quarterly interest coupon payments (a) at a reduced interest rate
of 1.00% per annum for each of the first five years through and
including July 30, 2014; (b) at an interest rate of 8.61% per annum
from July 31, 2014 through January 30, 2016 inclusive; and ( c ) at
an interest rate of LIBOR plus 3.60% per annum thereafter. In
addition, the quarterly interest coupon due on July 30, 2009 under
the old notes has been paid at a 1.00% per annum interest rate
rather than the rate under the old notes. -- The Company is no
longer required to post an additional $2.5 million financial letter
of credit that would have been due on July 30, 2009 under the old
securities. However, the $5.0 million financial letter of credit
issued in August 2007 for the benefit of the old securities has
been cancelled and replaced with a new $5.0 million financial
letter of credit. -- The aggregate principal amount of the new
notes is $93.75 million (an increase from $75.0 million under the
old securities to generally provide for the interest rate
reduction), the new notes also mature on January 30, 2036 (the same
date as the old notes), and the new notes are guaranteed by the
Company on a subordinated basis. -- The terms of the new notes
eliminated the minimum interest coverage ratio and consolidated
tangible net worth covenants in the old notes related to a "3.00%
additional interest" provision as well the minimum interest
coverage ratio covenant in the third and fourth quarters of fiscal
2010 and the first quarter of fiscal 2011. The new notes do not
have any such minimum interest ratio or consolidated tangible net
worth covenants. -- Under the terms of the new notes, the Company
may redeem the notes in whole or in part at any time prior to the
maturity date at a price equal to the principal amount plus any
accrued and unpaid interest to the date of redemption. -- The new
notes also contain an optional redemption feature, whereby the
Company may under certain circumstances redeem the new notes at a
discount to the par value. In the event of a "change of control"
(as defined), the Company may, at its option, redeem the new notes
in whole at a price equal to the aggregate of (a) $17.580 million
provided that the change of control occurs on or before December
31, 2012, or $21.975 million if the change of control occurs on or
after January 1, 2013, but prior to the maturity date; plus (b) the
$5.0 million financial letter of credit, plus ( c ) 0.17857 times
the amount paid or distributed to or received by, directly or
indirectly, the equity interests of the Company. In no event shall
this optional redemption amount ever exceed the par amount of the
new notes. -- For purposes of the Company's optional redemption
provision, a "change of control" is generally defined to mean one
or more of the following events: (a) a sale of all or substantially
all of the assets of the Company to any person or group of related
persons (unaffiliated with the Company); or (b) an acquisition by
any person or group of related persons (other than an affiliate of
the Company) of securities representing more than 80% of the issued
and outstanding equity interests (and more than 50% of the
aggregate ordinary voting power) in the Company. -- The Company
will generally be restricted from declaring or paying any dividends
or distributions on equity until July 30, 2014. -- The new notes
also contain a provision that the Company shall not, without the
express written consent of the holders of a majority in aggregate
principal amount of the outstanding securities, enter into an
exchange offer, amendment, supplement or similar transaction with
respect to the Company's existing $30 million of 8.52% trust
preferred securities unless the material terms of any such
transaction are substantially similar to and not more favorable to
the holders of those securities than those set forth under the new
notes. -- The closing of the exchange offering was conditioned upon
certain matters, including the receipt of requisite bank lender
group consent to complete the debt exchange offering, the
replacement of the existing $5.0 million financial letter of credit
as described above, and payment of $750,000 for fees and expenses
of the holders of the securities. Each of these closing conditions
has now been met and the debt exchange offering has been
consummated. Pursuant to the bank lender group consent to complete
the debt exchange offering, the Company provided the bank group on
closing a mortgage on a parcel of real property consisting of
approximately 60 lots previously included in the borrowing base
calculations. The lender consent also included a provision to
generally permit the Company, on or prior to September 30, 2009, to
complete an exchange offer, amendment, supplement or similar
transaction with respect to the Company's existing $30 million of
8.52% trust preferred securities, provided the transaction was
approved by the agent upon review by bank group counsel. While the
Company intends to enter negotiations with the holders of its 8.52%
trust preferred securities, no assurance can be given that any
transaction will be entered into at all, or if one is entered into,
that it will be on terms favorable to the Company, similar terms to
the debt or on terms acceptable to the bank group or to the holders
of the new notes. The cash flow savings and enhanced liquidity
noted above are not sufficient to meet the Company's current
liquidity needs. The Company anticipates that without an amendment
to the Company's revolving credit facility to increase borrowing
base availability on or before August 15, 2009 (the date the
borrowing base certificate as of July 31, 2009 is due), the net
borrowing base availability at that time will be significantly less
than the borrowings outstanding under the revolving credit facility
at that time. If the Company is not successful in obtaining a bank
amendment addressing its borrowing base liquidity and other needs
on or before August 15, 2009, the Company anticipates that it will
likely not have sufficient liquidity to continue its normal
operations and will be in breach of its minimum liquidity covenant
under the revolving credit facility at that time, or within
approximately a week thereafter. While the Company continues to
work constructively with its lenders to obtain an amendment to the
Company's revolving credit facility addressing the Company's
liquidity and covenant needs, and it remains hopeful that such an
amendment can be obtained, the Company can offer no assurance that
it will be able to obtain such an amendment, obtain such an
amendment on acceptable terms or obtain alternative financing in
the event it does not obtain such an amendment. For additional
discussion of the Company's liquidity, including a discussion of an
additional loan fee payable to the bank lending group on September
15, 2009 in an amount up to approximately $12.5 million and the
scheduled December 20, 2009 maturity date of the Company's
revolving credit facility, please refer to the Liquidity and
Capital Resources section of the Company's Quarterly Report on Form
10-Q for the quarter ended March 31, 2009 filed with the Securities
and Exchange Commission on May 15, 2009. Garry P. Herdler,
Executive Vice President and Chief Financial Officer, stated,
"While the Company continues to be negatively impacted by poor
industry fundamentals, this transaction improves the Company's
capital structure, flexibility and liquidity through the
significant cash flow savings for each of the next five years. We
believe that this debt exchange agreement is a positive first step
for the bank group, the Company and the holders of these notes."
About Orleans Homebuilders, Inc. Orleans Homebuilders, Inc.
develops, builds and markets high-quality single-family homes,
townhouses and condominiums. The Company serves a broad customer
base including luxury, move-up, first-time, empty nester and active
adult homebuyers. The Company currently operates in the following
eleven distinct markets: Southeastern Pennsylvania; Central and
Southern New Jersey; Orange County, New York; Charlotte, Raleigh
and Greensboro, North Carolina; Richmond and Tidewater, Virginia;
Chicago, Illinois; and Orlando, Florida. The Company's Charlotte,
North Carolina operations also include adjacent counties in South
Carolina. To learn more about Orleans Homebuilders, please visit
http://www.orleanshomes.com/. Forward-Looking Statements Certain
information included herein and in other Company statements,
reports and SEC filings is forward-looking within the meaning of
the Private Securities Litigation Reform Act of 1995, including,
but not limited to, statements concerning anticipated or expected
conditions in or recovery of the housing market, and economic
conditions; the Company's long-term opportunities; continuing
overall economic conditions and conditions in the housing and
mortgage markets and industry outlook; anticipated or expected
operating results, revenues, sales, net new orders, pace of sales,
spec unit levels, and traffic; future or expected liquidity,
financial resources, debt or equity financings, amendments to or
extensions of our existing revolving credit facility, strategic
transactions or other alternative recapitalization or exchange
offer transactions; the anticipated impact of bank reappraisals;
future impairment charges, future tax valuation allowance and its
value; anticipated or possible federal and state stimulus plans or
other possible future government support for the housing and
financial services industries; anticipated legislation and its
impact; expected tax refunds; anticipated use of proceeds from
transactions; anticipated cash flow from operations; reductions in
land expenditures; the Company's ability to meet its internal
financial objectives or projections, and debt covenants; potential
future land sales; the Company's future liquidity, capital
structure and finances; and the Company's response to market
conditions. Such forward-looking information involves important
risks and uncertainties that could significantly affect actual
results and cause them to differ materially from expectations
expressed herein and in other Company statements, reports and SEC
filings. For example, there can be no assurance that the Company
will be able to obtain any amendment to or extension of its
existing revolving credit facility or other alternative financing
or adjust successfully to current market conditions. These risks
and uncertainties include local, regional and national economic
conditions, the effects of governmental regulation, the competitive
environment in which the Company operates, fluctuations in interest
rates, changes in home prices, the availability and cost of land
for future growth, the availability of capital, our ability to
modify or extend our existing credit facility or otherwise engage
in a financing or strategic transaction; the availability and cost
of labor and materials, our dependence on certain key employees and
weather conditions. Additional information concerning factors the
Company believes could cause its actual results to differ
materially from expected results is contained in Item 1A of the
Company's Annual Report on Form 10-K/A for the fiscal year ended
June 30, 2008 filed with the SEC and subsequently filed Quarterly
Reports of Form 10-Q. DATASOURCE: Orleans Homebuilders, Inc.
CONTACT: Garry P. Herdler - Executive Vice President & Chief
Financial Officer of Orleans Homebuilders, Inc., +1-215-245-7500
Web Site: http://www.orleanshomes.com/
Copyright