IRVING, Texas, July 24, 2025 /PRNewswire/ — CP Atlas Buyer, Inc. (the “Company“), the parent company of American Bath Group, LLC (“ABG“), a leading manufacturer of showers, bathtubs and related accessories, today announced the expiration and final results of the previously announced offer to exchange (the “Exchange Offer“) any and all of the Company’s outstanding 7.000% Senior Notes due 2028 (the “Old Notes“) held by Eligible Holders (as defined herein) for newly issued Second Lien PIK Toggle Notes due 2031 (the “Exchange Notes” and the issuance thereof, the “Exchange Notes Issuance“) to be issued by the Company and guaranteed by CP Atlas Intermediate, Inc., the parent entity of the Company, and each of the Company’s existing and future wholly-owned domestic restricted subsidiaries, subject to certain exclusions. The Exchange Notes will bear interest at a rate of 12.750% per annum, which was determined based on the pricing of the New First Lien Notes (the “New First Lien Notes“) on July 1, 2025 and notified to holders of the Old Notes, and will be payable partly in cash and partly “in-kind,” in the manner set forth in the confidential offering memorandum and consent solicitation statement, dated June 25, 2025 (as amended, supplemented or otherwise modified from time to time, the “Exchange Offering Memorandum“).
As of 5:00 P.M., New York City time, on July 24, 2025 (the “Expiration Time“), the Company received from Eligible Holders valid and unwithdrawn tenders and related Consents (as defined herein), as reported by D.F. King & Co., Inc. (the “Exchange Agent“), representing $478,327,000 in aggregate principal amount of Old Notes, or approximately 93.79% of the aggregate principal amount of Old Notes outstanding, as further specified in the table below (in each case, excluding the existing private placement notes, which are not fungible with the Old Notes and are not entitled to vote on any matters relating to the Old Notes). Additionally, on July 7, 2025, the Issuer consummated the New First Lien Financing Transactions (as defined in the Exchange Offering Memorandum) in an aggregate amount that provided the Issuer with aggregate net proceeds sufficient to repay in full the Issuer’s existing term loan facilities and pay related fees, costs and expenses. As a result, the Minimum Participation Condition and the First Lien Financing Condition (each as defined in the Exchange Offering Memorandum) have both been satisfied.
|
Title of |
CUSIP No. / |
Aggregate |
Tender Date |
Principal |
Exchange Consideration to |
|
7.000% |
12597Y AA7 /
U22033 AA9 /
12597Y AB5 / |
$510,000,000(3) |
At or prior to the |
$477,339,000 |
$1,000 principal amount of |
|
After the Early |
$988,000 |
$950 in principal amount of |
|
________________________________ |
|
|
(1) |
No representation is made as to the correctness or accuracy of the CUSIP numbers or ISINs listed in this press release, the |
|
(2) |
For each $1,000 principal amount of Old Notes validly tendered and accepted for exchange, the Company will pay accrued |
|
(3) |
Does not include approximately $10.3 million in aggregate principal amount of the existing private placement notes. The |
In addition, as previously announced, as of 5:00 P.M., New York City time on July 9, 2025, the Company received the requisite number of consents (the “Consents“) in the concurrent consent solicitation (the “Consent Solicitation“) from Eligible Holders of the Old Notes to adopt certain proposed amendments (the “Proposed Amendments“) to the indenture governing the Old Notes, dated as of November 25, 2020 (as amended or supplemented from time to time, the “Old Notes Indenture“), 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. On July 9, 2025, the Company entered into a supplemental indenture with the trustee for the Old Notes and the guarantors party thereto to reflect the Proposed Amendments, but the Proposed Amendments will become operative only upon, and subject to, the consummation of the Exchange Offer on the Settlement Date.
The settlement of the Exchange Offer is expected to occur on July 28, 2025, subject to and conditioned upon the satisfaction or waiver by the Company of the General Conditions (as defined in the Exchange Offering Memorandum). Following the consummation of the Exchange Offer on the Settlement Date, the Company expects the aggregate principal amount of Old Notes outstanding to be $31,673,000 and the aggregate principal amount of Exchange Notes outstanding to be $488,577,600 (inclusive of $10,300,000 in aggregate principal amount of Exchange Notes issued to holders of existing private placement notes upon consummation of the Private Exchange on the Settlement Date).
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 Offer and Consent Solicitation was only 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“).
D.F. King & Co., Inc. has been appointed as the Exchange Agent and the Information Agent for the Exchange Offer and Consent Solicitation. Questions concerning the Exchange Offer and the Consent Solicitation 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 American Bath Group
American Bath Group is a leading North American bathware manufacturer with a comprehensive product offering including showers, integrated tub / showers, bathtubs, shower bases, jetted whirlpools, and spas through a broad portfolio of well-recognized brands.
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 Offer, the Consent Solicitation 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 be deemed “forward-looking statements,” including any statements about the Company’s proposed Exchange Offer and Consent Solicitation, the New First Lien Financing Transactions and certain other transactions. Any statements that are not statements of historical fact should be considered forward-looking statements. These forward-looking statements generally are identified by the words such as “anticipates,” “believes,” “continues,” “could,” “estimates,” “expects,” “intends,” “may,” “outlook,” “plans,” “potential,” “predicts,” “projects,” “seeks,” “should,” “would,” “might,” “outlook,” “thinks,” “expects,” “intends,” “trends,” “will” or similar expressions, may be forward-looking statements. Readers are cautioned not to place undue reliance on forward-looking statements. As with the forward-looking statements included in this press release, these forward-looking statements are by nature inherently uncertain, and actual results may differ materially as a result of many factors, including but not limited to, the adverse impact of failing to consummate the contemplated transactions on our financial condition, business and prospects, and diversion of our management’s attention away from our business in connection with the transactions described herein. All forward-looking statements are based upon information available to the Company and ABG on the date of this press release. The Company and ABG undertake no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise. Any forward-looking statements involve risks and uncertainties that could cause actual events or results to differ materially from the events or results described in the forward-looking statements. The Company and ABG may not succeed in addressing these and other risks.
Contacts
Media
Anntal Silver / Daniel Hoadley
[email protected] / [email protected]
For questions concerning the Exchange Offer and the Consent Solicitation, please visit www.dfking.com/cpatlas or contact the Exchange Agent via email at [email protected], with a reference to “CP Atlas Buyer” in the subject line, or by phone at (212) 269-5550 (banks and brokers) or (800) 949-2583 (toll-free).
SOURCE American Bath Group, LLC
