IRVING, Texas, Sept. 18, 2025 /PRNewswire/ -- Park River Holdings, Inc. (the "Company"), the parent company of PrimeSource Brands, an industry-leading provider of branded specialty building products and hardware in North America, today announced that it has commenced offers to exchange (the "Exchange Offers") any and all of the Company's outstanding 5.625% Senior Notes due 2029 (the "5.625% Notes") and 6.750% Senior Notes due 2029 (the "6.750% Notes" and, together with the 5.625% Notes, the "Old Notes") held by Eligible Holders (as defined herein) for a combination of newly issued 8.75% Second Lien Secured Notes due 2030 (the "Exchange Notes" and the issuance thereof, the "Exchange Notes Issuance") to be issued by the Company and cash.  The Exchange Notes will be guaranteed by each of the Company's existing and future wholly-owned U.S. domestic restricted subsidiaries that will guarantee the Company's Amended Term Loan Facility (as defined herein) and the New First Lien Notes (as defined herein) or that guarantee certain other indebtedness of the Company or any guarantor (subject to certain exceptions). The Exchange Notes will bear interest at 8.75% per annum. Interest on the Exchange Notes will be payable in cash on a semi-annual basis. The Exchange Offers are two separate offers and may be amended, extended, terminated or withdrawn, either as a whole, or with respect to one or both series of Old Notes.

In addition, the Company is soliciting consents ("Consents" and such solicitation the "Consent Solicitations") from (i) Eligible Holders of the 5.625% Notes to certain proposed amendments to the indenture governing the 5.625% Notes (as amended, supplemented or otherwise modified from time to time, the "5.625% Notes Indenture"), dated as of January 22, 2021 and (ii) holders of the 6.750% Notes to certain proposed amendments to the indenture governing the 6.750% Notes (as amended, supplemented or otherwise modified from time to time, the "6.750% Notes Indenture" and, together with the 5.625% Old Notes Indenture, the "Old Notes Indentures" and each individually, an "Old Notes Indenture"), dated as of June 9, 2021, in each case, to eliminate substantially all of the restrictive covenants and certain of the default provisions, modify covenants regarding mergers and consolidations, and modify or eliminate certain other provisions, and release the guarantees provided by the guarantors of the Old Notes (collectively, the "Proposed Amendments").

Substantially concurrently with the Exchange Offers, the Company expects to consummate a new first lien financing (the "New First Lien Financing Transactions") consisting of an amended first lien credit facility (the "Amended Term Loan Facility") and new first lien notes (the "New First Lien Notes") that will be used to (i) repay in full the outstanding borrowings under its existing first lien term loan facility, (ii) repay certain outstanding borrowings under its ABL revolving credit facility, (iii) repay in full the outstanding principal amount of the unsecured seller promissory note issued by the Company in connection with the Company's acquisition of Fortress Railing Products (collectively with clauses (i) and (ii), the "Existing Debt Paydown") , (iv) fund the cash portion of the Early Exchange Consideration (as defined herein), assuming certain Eligible Holders validly tender (and do not validly withdraw) Old Notes at or prior to the Early Exchange Time (as defined herein) and (v) pay fees, costs and expenses related to the offering of the New First Lien Notes, the Exchange Offers and Consent Solicitations.

The Company's obligation to accept for exchange Old Notes validly tendered (and not validly withdrawn) pursuant to the Exchange Offers and related Consent Solicitations is subject to the satisfaction or waiver of certain conditions set forth in the confidential offering memorandum and consent solicitation statement, dated September 18, 2025 (the "Exchange Offering Memorandum"), including (i) the consummation of New First Lien Financing Transactions in an aggregate amount (and irrespective of the individual principal amounts of term loans incurred under the Amended Term Loan Facility and/or New First Lien Notes that make up such aggregate amount) that, together with available liquidity under the revolving credit facility and cash on hand, provide the Company with aggregate net proceeds sufficient to effectuate the Existing Debt Paydown (the "First Lien Financing Condition") and (ii) with respect to each series of Old Notes, a minimum of over 50% of the outstanding aggregate principal amount of such series shall have been validly tendered (and not validly withdrawn) pursuant to the applicable Exchange Offers and Consent Solicitations (the "Minimum Participation Condition"). The Company may waive certain conditions with respect to one or both of the Exchange Offers without extending either of the Exchange Offers or either of the Consent Solicitations, subject to applicable law.

The Exchange Offers and the Consent Solicitations will expire at 5:00 P.M., New York City time, on October 17, 2025, unless extended (such time and date as it may be extended with respect to an Exchange Offer, the "Expiration Time"), or earlier terminated. Subject to the satisfaction or waiver of the conditions of the Exchange Offers and Consent Solicitations described in the Exchange Offering Memorandum, including the Minimum Participation Condition, the First Lien Financing Condition and the General Conditions (each as defined and further described in the Exchange Offering Memorandum), and the tender acceptance procedures described in the Exchange Offering Memorandum: (i) (a) for each $1,000 principal amount of 5.625% Notes validly tendered (and not validly withdrawn) at or prior to 5:00 P.M., New York City time, on October 1, 2025, unless extended (such time and date with respect to an Exchange Offer, as the same may be extended for such Exchange Offer, the "Early Exchange Time") and accepted for exchange, Eligible Holders of 5.625% Notes will be eligible to receive an amount equal to $1,000 consisting of (I) an amount of cash equal to $100.0 million divided by the aggregate principal amount of Old Notes validly tendered (and not validly withdrawn) at or prior to the Early Exchange Time by Eligible Holders multiplied by $1,000 and rounded down to the nearest $1.00 plus (II) a principal amount of Exchange Notes equal to $1,000 less the cash consideration amount determined under subclause (I) and (b) for each $1,000 principal amount of 6.750% Notes validly tendered (and not validly withdrawn) at or prior to the Early Exchange Time and accepted for exchange, Eligible Holders of 6.750% Notes will be eligible to receive an amount equal to $1,000 consisting of (I) an amount of cash equal to $100.0 million divided by the aggregate principal amount of Old Notes validly tendered (and not validly withdrawn) at or prior to the Early Exchange Time by Eligible Holders multiplied by $1,000 and rounded down to the nearest $1.00 plus (II) a principal amount of Exchange Notes equal to $1,000 less the cash consideration amount determined under subclause (I); provided that the amount of cash payable as Early Exchange Consideration will not exceed $1,000 for each $1,000 principal amount of Old Notes validly tendered (and not validly withdrawn) at or prior to the Early Exchange Time and accepted for exchange ((a) and (b) respectively, the "Early Exchange Consideration"); and (ii) (a) for each $1,000 principal amount of 5.625% Notes validly tendered after the Early Exchange Time but at or prior to the Expiration Time and accepted for exchange, Eligible Holders of 5.625% Notes will be eligible to receive $950 principal amount of Exchange Notes and (b) for each $1,000 principal amount of 6.750% Notes validly tendered after the Early Exchange Time but at or prior to the Expiration Time and accepted for exchange, Eligible Holders of 6.750% Notes will be eligible to receive $950 principal amount of Exchange Notes ((a) and (b) respectively, the "Late Exchange Consideration"). Rights to withdraw tendered Old Notes and revoke Consents will terminate at 5:00 P.M. New York City time on October 1, 2025, unless extended (such time and date as it may be extended, the "Withdrawal Deadline"), except for certain limited circumstances where additional withdrawal rights are required by law. Each Eligible Holder that tenders Old Notes into the Exchange Offers will be deemed to have given its Consent to the Proposed Amendments with respect to those tendered Old Notes. No additional consideration will be paid for Consents. The Early Exchange Time or the Expiration Time with respect to the Exchange Offers and Consent Solicitations can be extended independently of the Withdrawal Deadline for the Exchange Offers and Consent Solicitations.

The Old Notes will only be accepted for exchange by the Company in minimum principal amounts of $2,000 and integral multiples of $1,000 thereafter. The Company will not accept any tender of Old Notes that would result in the issuance of less than $2,000 principal amount of Exchange Notes and tenders of $2,000 in aggregate principal amount will not be eligible to receive cash consideration payable as part of the Early Exchange Consideration. The Exchange Notes will only be issued in minimum principal amounts of $2,000 and integral multiples of $1.00 in excess thereof. If, under the terms of the Exchange Offers, a tendering Eligible Holder is entitled to receive Exchange Notes in a principal amount that is not an integral multiple of $1.00, the Company will round downward such principal amount of Exchange Notes to the nearest integral multiple of $1.00. This rounded amount will be the principal amount of Exchange Notes that Eligible Holders will receive, and no cash will be paid in lieu of any principal amount of Exchange Notes not received as a result of rounding down.

Each participating Eligible Holder must validly tender (and not validly withdraw) all of the Old Notes of each series that it holds. Partial tenders of Old Notes will not be accepted.

The following table sets forth the Early Exchange Consideration and Late Exchange Consideration to be offered to Eligible Holders of the Old Notes in the Exchange Offers:

Eligible Holders of Old Notes may not tender Old Notes without delivering the related Consents, and Eligible Holders of Old Notes may not deliver Consents without tendering the related Old Notes. Old Notes may not be withdrawn from the Exchange Offers and the related Consents may not be revoked from the Consent Solicitations after the Withdrawal Deadline, subject to applicable law.

The consummation of each of the Exchange Offers, the Consent Solicitations and the Exchange Notes Issuance is subject to, and conditioned upon, the satisfaction or waiver by the Company of, the Minimum Participation Condition, the First Lien Financing Condition and the General Conditions. Subject to applicable law, the Company reserves the right to, at any time, (i) amend, extend, terminate or withdraw each of the Exchange Offers and/or the related Consent Solicitations or (ii) waive or amend any condition described in the Exchange Offering Memorandum with respect to one or both Exchange Offers, without extending the Early Exchange Time or the Withdrawal Deadline or otherwise reinstating withdrawal rights with respect to either of the Exchange Offers, if any of the conditions set forth under "Conditions of the Exchange Offers and Consent Solicitations" in the Exchange Offering Memorandum with respect to an Exchange Offer is not satisfied or waived by the applicable Expiration Time.

The Exchange Notes and the offering thereof have not been registered with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the "Securities Act"), or any state or foreign securities laws. The Exchange Offers and Consent Solicitations will only be made, and the Exchange Notes are only being offered and issued, to holders of Old Notes that are (a) reasonably believed to be qualified institutional buyers as defined in Rule 144A promulgated under the Securities Act or (b) non-U.S. persons, in transactions outside the United States, as defined in Regulation S under the Securities Act (such holders, the "Eligible Holders"). Only Eligible Holders that have completed and returned the eligibility certification, which is available at www.dfking.com/primesource, are authorized to receive and review the Exchange Offering Memorandum and to participate in the Exchange Offers and Consent Solicitations. Copies of all the documents relating to the Exchange Offers and Consent Solicitations may be obtained from the Exchange Agent (as defined herein), subject to confirmation of eligibility by the Exchange Agent, available at: www.dfking.com/primesource. There will be no letter of transmittal for the Exchange Offers.

Eligible Holders of the Old Notes are urged to carefully read the entire Exchange Offering Memorandum, including the information presented under "Risk Factors" and "Disclosure Regarding Forward-Looking Statements" before making any decision with respect to the Exchange Notes Issuance, the Exchange Offers or the Consent Solicitations. None of the Company, the Dealer Managers (as defined in the Exchange Offering Memorandum), the Exchange Agent, the Information Agent (as defined herein), the Old Notes Trustees (as defined in the Exchange Offering Memorandum), the Exchange Notes Trustee (as defined in the Exchange Offering Memorandum), the Exchange Notes Collateral Agent (as defined in the Exchange Offering Memorandum) or any affiliate of any of them makes any recommendation as to whether any Eligible Holder of Old Notes should tender or refrain from tendering all or any portion of the principal amount of such Eligible Holder's Old Notes for Exchange Notes in the Exchange Offers. No one has been authorized by any of them to make such a recommendation. Each Eligible Holder of Old Notes must make its own decision whether to tender Old Notes in the Exchange Offers and, if so, the amount of Old Notes as to which action is to be taken. Each Eligible Holder of Old Notes should consult with its advisors as needed to make its decision to tender Old Notes pursuant to the Exchange Offers and to deliver Consents pursuant to the Consent Solicitations and to determine whether it is legally permitted to participate in the Exchange Offers under applicable laws or regulations.

D.F. King & Co., Inc. has been appointed as the exchange agent (the "Exchange Agent") and Information Agent (the "Information Agent") for the Exchange Offers and Consent Solicitations. Questions concerning the Exchange Offers and the Consent Solicitations may be directed to the Dealer Managers or the Exchange Agent, in accordance with the contact details shown on the back cover of the Exchange Offering Memorandum.

About the Company

The Company is a national provider of specialty branded building products. The Company's product offering spans more than 95,000 SKUs, including construction fasteners, knobs & pulls, fencing & railing, and functional hardware, among others. The Company operates an expansive footprint, serving over 50,000 customer locations through 64 strategically located sites in 26 states and 2 countries. The Company plays a crucial role for customers who rely on its brand value, breadth of offering and logistics capabilities.

No Offer or Solicitation

This press release is not intended to and does not constitute an offer to sell or the solicitation of an offer to subscribe for or buy or an invitation to purchase or subscribe for any securities or the solicitation of any vote, consent or approval in any jurisdiction in connection with the Exchange Notes Issuance, the Exchange Offers, the Consent Solicitations, the New First Lien Financing Transactions or any of the other Transactions (as defined in the Exchange Offering Memorandum), or otherwise, nor shall there be any sale, issuance or transfer of securities in any jurisdiction in contravention of applicable law. In particular, this communication is not an offer of securities for sale into the United States. No offer of securities shall be made in the United States absent registration under the Securities Act or pursuant to an exemption from, or in a transaction not subject to, such registration requirements.

Cautionary Note Regarding Forward-Looking Statements

Certain statements made in this press release may constitute "forward-looking statements" including any statements about the Company's proposed Exchange Offers and Consent Solicitations and the New First Lien Financing Transactions. Generally, the words "believe," "expect," "intend," "estimate," "anticipate," "project," "will," "plan" and similar expressions identify forward-looking statements, which generally are not historical in nature. However, the absence of these words or similar expressions does not mean that a statement is not forward-looking. All statements that address operating performance, events or developments that we expect or anticipate will occur in the future are forward-looking statements. Management believes that these forward-looking statements are reasonable as and when made. However, caution should be taken not to place undue reliance on any such forward-looking statements because such statements are assumptions and are inherently uncertain. We undertake no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law. In addition, forward-looking statements are subject to certain risks and uncertainties that could cause actual results to differ materially from our historical experience and our present expectations or projections. These risks and uncertainties include, but are not limited to, the adverse impact of failing to consummate the contemplated transactions on our financial condition, business and prospects, the risk that an insufficient number of Eligible Holders participate in the Exchange Offers and tender their Old Notes, the risk that the New First Lien Financing Transactions are not consummated on the terms we anticipate or at all, and diversion of our management's attention away from our business in connection with the transactions described herein.

For questions concerning the Exchange Offers and the Consent Solicitations, please visit www.dfking.com/primesource or contact the Exchange Agent via email at primesource@dfking.com, with a reference to "Park River Holdings" in the subject line, or by phone at (212) 269-5550 (banks and brokers) or (917) 740-7310 (toll-free).

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SOURCE PrimeSource Brands