WALTER INDUSTRIES, INC. ANNOUNCES COMPLETION
OF CONVERTIBLE SENIOR SUBORDINATED NOTE OFFERING
TAMPA, Fla., April 21, 2004
-- Walter Industries, Inc. (NYSE: WLT) announced
today that it has completed its private offering
of 3.75% Convertible Senior Subordinated Notes
due 2024. In total, Walter Industries issued
$175 million principal amount of its Convertible
Senior Subordinated Notes, including $25 million
principal amount issued following the exercise
of the initial purchasers' option to purchase
additional securities.
The Convertible Senior Subordinated Notes will
mature on May 1, 2024 and will be convertible
under certain circumstances into the Company's
common shares at a conversion rate of 56.0303
shares per $1,000 principal amount of Convertible
Senior Subordinated Notes (equivalent to an
initial conversion price of approximately $17.85
per share), subject to adjustment in certain
circumstances. The Convertible Senior Subordinated
Notes will be redeemable at the Company's option
on or after May 6, 2011 and will be subject
to repurchase at the option of holders on May
1, 2014 and on May 1, 2019 and upon the occurrence
of a fundamental change (as defined in the note
indenture).
As previously announced, Walter Industries
has used approximately $25 million of the proceeds
of the offering to purchase shares owned by
certain affiliates of Kohlberg Kravis Roberts
& Co. ("KKR") at a purchase price
of $12.75 per share. The Company also has used
approximately $13 million of the proceeds of
the offering to purchase approximately 1 million
shares sold by purchasers of the Convertible
Senior Subordinated Notes at a purchase price
of $12.99 per share, and $112.4 million to prepay
in full the outstanding aggregate principal
amount of the term loan portion of its senior
secured credit facilities, plus accrued and
unpaid interest to the prepayment date. Walter
Industries intends to use the remainder of the
proceeds of this offering, together with available
cash or borrowings under the revolving portion
of its senior secured credit facilities, for
general corporate purposes including, subject
to market conditions, additional share repurchases
of up to $25 million. These additional share
repurchases may include privately negotiated
purchases of shares from KKR affiliates.
The Convertible Senior Subordinated Notes have
been offered in the United States only to qualified
institutional buyers pursuant to Rule 144A under
the Securities Act of 1933, as amended. The
Convertible Senior Subordinated Notes and the
common stock issuable upon conversion of the
Convertible Senior Subordinated Notes have not
been registered under the Securities Act. Unless
so registered, the Convertible Senior Subordinated
Notes and the common stock issuable upon conversion
of the Convertible Senior Subordinated Notes
may not be offered or sold in the United States
except pursuant to an exemption from, or in
a transaction not subject to, the registration
requirements of the Securities Act and applicable
state securities laws.
This press release does not constitute an offer
to sell or the solicitation of an offer to buy,
nor shall there be any sale of these securities,
in any state in which such an offer, solicitation,
or sale would be unlawful.
Walter Industries, Inc. is a diversified company
with revenues of approximately $1.3 billion.
The Company is a leader in homebuilding, home
financing, water transmission products and natural
resources. Based in Tampa, Florida, the Company
employs approximately 5,400 people. For more
information about Walter Industries, please
call Joe Troy, Senior Vice President - Financial
Services, at (813) 871 4404.
Except for historical information
contained herein, the statements in this release
are forward-looking and made pursuant to the
safe harbor provisions of the Private Securities
Litigation Reform Act of 1995. Forward looking
statements involve known and unknown risks and
uncertainties that may cause the Company's actual
results in future periods to differ materially
from forecasted results. Those risks include,
among others, changes in customers' demand for
the Company's products, changes in raw material
and equipment costs and availability, geologic
conditions and changes in extraction costs in
the Company's mining operations, changes in
customer orders, pricing actions by the Company's
competitors, the collection of $16.2 million
of receivables associated with working capital
adjustments arising from the sales of certain
subsidiaries in 2003, potential changes in the
mortgage backed capital market, and general
changes in economic conditions. Risks associated
with forward- looking statements are more fully
described in the Company's filings with the
Securities and Exchange Commission. The Company
assumes no duty to update its outlook statements
as of any future date.
CONTACT:
Joe Troy,
Senior Vice President - Financial Services,
Walter Industries,
+1-813-871-4404
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