Fleetwood Announces $70.7 Million Direct Equity Placementtitle
RIVERSIDE, Calif., Nov. 18 /PRNewswire-FirstCall/ -- Fleetwood
Enterprises, Inc. (NYSE: FLE), a leading producer of recreational vehicles and
manufactured housing, announced today it has received definitive commitments
from institutional investors for the purchase of 7.0 million shares of common
stock, which would bring the Companys total common stock outstanding to
63.5 million shares. The shares will be issued pursuant to a shelf
registration statement, which was previously filed with and declared effective
by the Securities and Exchange Commission. The $70.7 million offering,
conducted as a direct equity placement, is expected to close on or about
November 21, 2005.
The proceeds, net of offering fees and expenses, will be used to repay
deferred distributions on the Companys 6% convertible trust preferred
securities, plus accrued interest on the deferral amount, as well as for
general corporate purposes. On the next scheduled payment date of February
15, 2006, Fleetwood expects to pay the cumulative deferred obligation at that
time of approximately $58.8 million. In addition to eliminating the liability
from its balance sheet, the payment will also save the Company approximately
$3.5 million in annualized interest charges on the deferral.
The 6% convertible trust preferred securities were issued in 1998, and
mature on February 15, 2028. Fleetwood began deferring payments on the
security in November 2001, and has the right under the trust indenture to
continue the deferral for a total of 20 quarters, or until November 2006.
After paying the deferred distributions, Fleetwood will have greater
flexibility under the trust indenture to engage in exchange offers or
repurchases of the securities, which currently requires the consent of holders
of two-thirds of the outstanding securities so long as the distributions are
being deferred. The Company will also have the option at any time after the
payment to begin another deferral period of up to 20 quarters.
Lehman Brothers Inc. is acting as the exclusive placement agent for the
transaction.
This news release does not constitute an offer to sell or the solicitation
of an offer to buy securities. A prospectus and prospectus supplement
relating to this transaction may be obtained from Lehman Brothers Inc. at 745
Seventh Avenue, New York, New York 10019, or directly from Fleetwood.
About Fleetwood
Fleetwood Enterprises, Inc. is a leading producer of recreational vehicles
and manufactured homes. This Fortune 1000 company, headquartered in
Riverside, Calif., is dedicated to providing quality, innovative products that
offer exceptional value to its customers. Fleetwood operates facilities
strategically located throughout the nation, including recreational vehicle,
manufactured housing and supply subsidiary plants. For more information,
visit the Companys website at http://www.fleetwood.com.
This press release contains certain forward-looking statements and
information based on the beliefs of Fleetwoods management as well as
assumptions made by, and information currently available to, Fleetwoods
management. Such statements reflect the current views of Fleetwood with
respect to future events and are subject to certain risks, uncertainties, and
assumptions, including risk factors identified in Fleetwoods 10-K and other
SEC filings. These risks and uncertainties include, without limitation, the
cyclical nature of both the manufactured housing and recreational vehicle
industries; ongoing weakness in the manufactured housing market; continued
acceptance of the Companys products; the potential impact on demand for
Fleetwoods products as a result of changes in consumer confidence levels; the
effect of global tensions on consumer confidence; expenses and uncertainties
associated with the introduction and manufacturing of new products; the future
availability of manufactured housing retail financing, as well as housing and
RV wholesale financing; the price of gasoline as it might impact recreational
vehicle sales; availability and pricing of raw materials; changes in retail
inventory levels in the manufactured housing and recreational vehicle
industries; competitive pricing pressures; the ability to attract and retain
quality dealers, executive officers and other personnel; and the Companys
ability to obtain financing needed in order to execute its business
strategies. Actual results, events and performance may differ materially.
Contact: Lyle Larkin, Vice President -- Treasurer (951) 351-3535
Kathy A. Munson, Director -- Investor Relations (951) 351-3650
