FXI Announces Expiration and Final Results of Previously Announced Exchange Offer and Consent Solicitation for its 7.875% Senior Secured Notes due 2024

RADNOR, Pa., May 1, 2023 /PRNewswire/ -- FXI Holdings, Inc. (the "Company") announced today the expiration and final results of its (i) offer to exchange (the "Exchange Offer") any and all of its outstanding 7.875% Senior Secured Notes due 2024 (the "Existing 2024 Notes") for a combination of newly issued 12.250% Senior Secured Notes due 2026 (the "New 2026 Notes") and cash and (ii) related consent solicitation (the "Consent Solicitation") to amend the indenture governing the Existing 2024 Notes (the "Existing 2024 Notes Indenture") to, among other things,  eliminate  substantially all of the restrictive covenants, certain of the default provisions and certain other provisions contained in the Existing 2024 Notes Indenture (the "Proposed Amendments") and to release all of the collateral securing the Existing 2024 Notes (the "Collateral Release").

The Exchange Offer and Consent Solicitation expired at 11:59 p.m., New York City time, on April 28, 2023 (the "Expiration Date"). As of the Expiration Date, $500,202,000 in aggregate principal amount of Existing 2024 Notes, representing approximately 99.10% of the aggregate principal amount of Existing 2024 Notes outstanding, have been validly tendered (and not validly withdrawn) and accepted by the Company for exchange.

The Exchange Offer and Consent Solicitation were made pursuant to the terms and subject to the satisfaction or waiver of certain conditions set forth in the offering memorandum and consent solicitation statement (the "Offering Memorandum"), dated April 3, 2023. As of the Expiration Date, all conditions to the Exchange Offer and Consent Solicitation were satisfied or waived. Upon settlement of the Exchange Offer and Consent Solicitation, which is currently expected to occur on May 1, 2023 (the "Settlement Date"), (i) Eligible Holders (as defined below) who validly tendered (and did not validly withdraw) their Existing 2024 Notes and delivered their related consents at or prior to 5:00 p.m., New York City time, on April 17, 2023 (the "Early Tender Date"), will receive $940 in aggregate principal amount of New 2026 Notes and $100 in cash, including a consent fee of $40 in cash (the "Consent Fee"), for each $1,000 in aggregate principal amount of Existing 2024 Notes tendered for exchange (the "Total Consideration"), and (ii) Eligible Holders who validly tendered (and did not validly withdraw) Existing 2024 Notes and delivered their related consents after the Early Tender Date and at or prior to the Expiration Date will not receive the Consent Fee and will only receive $940 in aggregate principal amount of New 2026 Notes and $60 in cash for each $1,000 in aggregate principal amount of Existing 2024 Notes tendered for exchange (together with the Total Consideration, as applicable, the "Settlement Consideration"). Eligible Holders who validly tendered (and did not validly withdraw) their Existing 2024 Notes will also receive accrued and unpaid interest in cash on their Existing 2024 Notes accepted in the Exchange Offer from the applicable latest interest payment date to, but not including, the Settlement Date. Interest on the New 2026 Notes will accrue from the date of first issuance of the New 2026 Notes.

In addition, as previously disclosed, the Company received consents in the Consent Solicitation sufficient to approve the Proposed Amendments and the Collateral Release. As a result, the Company, the guarantors under the Existing 2024 Notes Indenture, and the trustee and collateral agent under the Existing 2024 Notes Indenture entered into a supplemental indenture on April 17, 2023 to give effect to the Proposed Amendments and the Collateral Release, which will become operative on the Settlement Date.

The Exchange Offer and Consent Solicitation were made, and the New 2026 Notes were offered and will be issued, pursuant to an exemption from the registration requirements of the Securities Act of 1933, as amended (the "Securities Act"), and the rules and regulations of the Securities and Exchange Commission (the "SEC") promulgated thereunder and are not being registered under any state or foreign securities laws. The New 2026 Notes may not be offered or sold in the United States or to any U.S. persons except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act. The Exchange Offer and Consent Solicitation were only made, and the New 2026 Notes were only offered and will only be issued, to holders of Existing 2024 Notes who are (a) reasonably believed to be "qualified institutional buyers" as defined in Rule 144A under the Securities Act, (b) institutional accredited investors, as defined in SEC Rule 501(a)(1), (2), (3) or (7), or (c) not "U.S. persons," as defined in Rule 902 under the Securities Act and are in compliance with Regulation S under the Securities Act (such holders, the "Eligible Holders"), and only Eligible Holders who completed and returned the eligibility letter were authorized to receive or review the Offering Memorandum or to participate in the Exchange Offer and Consent Solicitation.

Jefferies LLC is acting as dealer manager and solicitation agent in connection with the Exchange Offer and Consent Solicitation. Latham & Watkins LLP is acting as legal counsel to the Company in connection with the Exchange Offer and Consent Solicitation. The Company has engaged Ipreo LLC to act as the exchange agent and information agent for the Exchange Offer. Questions concerning the Exchange Offer or the Consent Solicitation may be directed to Ipreo LLC at [email protected]. Eligible Holders should also consult their broker, dealer, commercial bank, trust company or other institution for assistance concerning the Exchange Offer and the Consent Solicitation.

This communication is for informational purposes only and does not constitute an offer to sell, or a solicitation of an offer to buy, any security and does not constitute an offer, solicitation or sale of any security in any jurisdiction in which such offer, solicitation or sale would be unlawful.

About FXI

FXI Holdings, Inc., is a leading bedding and comfort technologies provider, with extensive manufacturing capabilities and a broad North American operating footprint. The Company's innovative and diverse product offerings cover the bedding, furniture, transportation and medical end markets, as well as a variety of technical products.

Cautionary Note Regarding Forward-Looking Statements

This press release includes "forward-looking statements" within the meaning of U.S. federal securities laws. Forward-looking statements are typically identified by words or phrases such as "may," "will," "expect," "anticipate," "aim," "estimate," "intend," "plan," "believe," "potential," "continue," "is/are likely to" or other similar expressions or the negative of these words or expressions. All forward-looking statements are based upon the Company's expectations and various assumptions. The Company's expectations, beliefs, and projections are expressed in good faith and the Company believes there is a reasonable basis for them. However, no assurances can be made that these expectations, beliefs and projections will be achieved. Forward-looking statements are not guarantees of future performance and are subject to significant risks and uncertainties that may cause actual results or achievements to be materially different from the future results or achievements expressed or implied by the forward-looking statements. Such risks and uncertainties include, among others, (i) the ability of the Company to consummate the Exchange Offer and Consent Solicitation in a timely manner or at all; (ii) unpredictability of consumer demand in certain markets, which may be impacted by macro-economic circumstances; (iii) downturn in U.S. and global economic conditions; (iv) an increase in industry competition; (v) the successful integration of acquisitions, mergers and other business combinations and achieving expected synergies; (vi) the ability to fund future capital requirements or strategic acquisitions; (vii) hazards and risks inherent to the purchase, sale, use, production, storage and transportation of chemicals; (viii) foreign currency exchange rate fluctuations; (ix) the ability to attract and retain qualified personnel; (x) the Company's relationships with its employees, labor unions that represent certain employees, key suppliers and major customers; (xi) price volatility for raw materials; (xii) failure to anticipate or meet changes in customer trends or successfully commercialize new products; (xiii) the financial condition of customers; (xiv) loss of business if customers shift their manufacturing operations offshore; (xv) the ability to comply with laws and regulations applicable to the Company's business, including environmental, health and safety laws and regulations, in many jurisdictions; (xvi) exposure to lawsuits in the normal course of business; (xvii) the ability to comply with laws and regulations relating to customs, export controls, economic sanctions, anti-corruption and anti-bribery, in the U.S. and other jurisdictions; (xviii) the Company's ability to protect and enforce its intellectual property; (xix) breaches in data security or other disturbances to information technology and other networks; (xx) risks related to the New 2026 Notes and the Company's indebtedness; (xxi) effectiveness of internal controls over financial reporting; (xxii) disruptions in operations or decreases in consumer demand as a result of natural disasters, such as earthquakes, fire, power outages, floods and other catastrophic events, and as a result of man-made interruptions, such as terrorism; (xxiii) disruption in operations and supply chain impediments due to pandemics or disease outbreaks, such as the COVID-19 pandemic; (xxiv) the Company's ability to respond to geopolitical events, including the conflict in Ukraine, as well as general economic conditions, including inflation; (xxv) the Company's failure to maintain sufficient insurance coverage; and (xxvi) other risks and uncertainties, discussed in more detail in the Offering Memorandum.

You should not place undue reliance on these forward-looking statements. Forward-looking statements speak only as of the date of this press release and the Company undertakes no obligation to publicly update or otherwise revise any forward-looking statement, whether as a result of new information, future events or otherwise, except where expressly required to do so by law.

Contact:

Julia CohenProsek Partners
Pro-onerock@prosek.com

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SOURCE FXI