EXHIBIT 99
RISK FACTORS RELATED TO THE OFFERING OF
8% SENIOR SUBORDINATED NOTES DUE 2012
The following risk factors were included in the offering memorandum
provided in connection with the offering of the 8% Senior Subordinated Notes due
2012 (the "Notes"). The risks and uncertainties described below are not the only
ones facing the Company. Additional risks and uncertainties may also adversely
impact and impair the Company. If any of the following risks actually occur, the
Company's business, results of operations or financial condition would likely
suffer.
RISKS RELATING TO OUR BUSINESS
THE COMPANY'S INDEBTEDNESS IS, AND WILL BE, SUBSTANTIAL, WHICH COULD ADVERSELY
AFFECT ITS FINANCIAL HEALTH AND LIMIT ITS ABILITY TO OBTAIN FINANCING IN THE
FUTURE AND TO REACT TO CHANGES IN ITS BUSINESS.
After completing the Merger (as defined in the Company's Quarterly
Report on Form 10-Q for the quarter ended January 2, 2004 (the "10-Q")) and the
related transactions (together with the Merger, the "Transactions"), we will
have a large amount of debt. As of October 3, 2003, on a pro forma basis, after
giving effect to the Transactions, our total consolidated indebtedness would
have been $215.0 million and we would have had $40.0 million of additional
borrowings available under our revolving credit facility and term loan facility
to be entered into in connection with the Merger (the "Senior Credit
Facilities"). Our high degree of debt could have important consequences to you,
including, but not limited to, the following:
- it will require the Company to dedicate a substantial
portion of its cash flow from operations to payments
on indebtedness, which will reduce the funds
available for working capital, capital expenditures
and other general corporate expenses;
- it could make it more difficult for the Company to
satisfy its obligations under the Senior Credit
Facilities and the Notes;
- it could place the Company at a disadvantage compared
to its competitors that have proportionately less
debt; and
- it could limit the Company's ability to borrow
additional funds in the future, if needed, because of
applicable financial and restrictive covenants of its
indebtedness.
THE COMPANY'S DEBT AGREEMENTS HAVE RESTRICTIONS THAT WILL LIMIT ITS FLEXIBILITY
IN OPERATING ITS BUSINESS.
The Senior Credit Facilities and the indenture under which the Notes
will be issued (the "Indenture") will have a number of significant covenants
that, among other things, restrict the Company's ability to:
- incur additional indebtedness;
- sell assets or consolidate or merge with or into
other companies; o pay dividends or repurchase or
redeem capital stock;
- make certain investments; and
- enter into certain types of transactions with our
affiliates.
These covenants, as well as the Company's level of indebtedness, could
have the effect of limiting the Company's flexibility in planning for, or
reacting to, changes in its business and the markets in which it competes.
In addition, under the Senior Credit Facilities, we will be required to
satisfy and maintain specified financial ratios and tests. Events beyond our
control may affect our ability to comply with those provisions and we may not be
able to meet those ratios and tests, which would result in a default under the
Senior Credit Facilities. In the event of a default, the lenders under the
Senior Credit Facilities could elect to declare all amounts borrowed under the
Senior Credit Facilities, together with accrued interest, to be due and payable
and could proceed against the collateral securing that indebtedness. Borrowings
under the Senior Credit Facilities are senior in right of payment to the Notes.
If any of our indebtedness were to be accelerated, our assets may not be
sufficient to repay in full that indebtedness and the Notes.
2
THE COMPANY'S ABILITY TO GENERATE THE SIGNIFICANT AMOUNT OF CASH NEEDED TO
SERVICE ITS DEBT AND TO FUND CAPITAL EXPENDITURES OR OTHER LIQUIDITY NEEDS
DEPENDS ON MANY FACTORS BEYOND ITS CONTROL.
The Company's ability to make scheduled payments of principal and
interest on its indebtedness, to refinance its indebtedness and to fund its
planned capital expenditures will depend on its ability to generate cash and to
obtain financing in the future. This, to a certain extent, is subject to general
economic, financial, competitive, legislative, regulatory and other factors
affecting our industry that are beyond the Company's control. If we do not
generate sufficient cash flow from operations, and sufficient future borrowings
are not available to the Company under its Senior Credit Facilities or from
other sources of financing, the Company may not be able to repay its debt or
fund capital expenditures or its other liquidity needs.
THE COMPANY HAS HAD HISTORICAL LOSSES.
In fiscal year 2003, the Company had its first profitable year since
fiscal year 1998. However, the Company had net losses of $6.7 million and $18.8
million in fiscal year 2002 and 2001, respectively. As of October 3, 2003, the
Company had an accumulated deficit of $84.5 million. The Company's ability to
generate revenues and profits is subject to the risks and uncertainties
encountered by companies in competitive markets, including many of the factors
described elsewhere in these risk factors.
We have recently generated significant increases in our gross margin.
Our gross margin has increased from 18.0% in 2001, to 23.5% in 2002 to 30.7% in
2003. These increases have resulted from, among other things, gains in
production efficiencies, increase in sales volume, the relocation of the Satcom
manufacturing facility, resolution of technical problems for products and
manufacturing, favorable product mix, improved pricing for certain products,
completion of contracts with lower pricing in prior periods and the sale of our
Solid State Product Division in 2002. In addition, we have historically
experienced margin fluctuations from period to period due to variations in the
mix of products sold during any period. If we are not able to maintain our
current level of gross margin, our results of operations and financial condition
would be adversely affected.
IF WE ARE UNABLE TO RETAIN KEY MANAGEMENT AND OTHER PERSONNEL, OUR BUSINESS AND
OPERATING RESULTS COULD BE ADVERSELY AFFECTED.
The unanticipated departure of any key member of our management team
could have an adverse effect on our business and results of operations. In
addition, because of the specialized and technical nature of the Company's
business, our future performance is dependent on the continued service of, and
on our ability to attract and retain, qualified technical, marketing, sales and
managerial personnel. In addition, certain management and other personnel
involved with the manufacture of some of our products are required to have
various levels of security clearance, which is a time intensive process. There
is competition for such personnel, and the failure to retain and/or recruit
additional or substitute key personnel in a timely manner could have an adverse
effect on the Company's business and operating results.
THE MARKETS IN WHICH THE COMPANY SELLS ITS PRODUCTS ARE COMPETITIVE, WHICH CAN
RESULT IN REDUCED REVENUES AND LOSS OF MARKET SHARE.
The domestic and international markets in which we sell our products
are competitive. Certain of our competitors have substantially greater resources
than those of the Company. In addition, some of our competitors offer a variety
of products for applications similar to those of our products. The Company's
ability to compete in these markets depends to a large extent on its ability to
provide high quality products with shorter lead times at competitive prices, and
its readiness in facilities, equipment and personnel. There can be no assurance
that we will be able to compete successfully against our current or future
competitors or that the competitive pressures we face will not result in reduced
revenues and market share or seriously harm our business.
THE END MARKETS IN WHICH THE COMPANY OPERATES ARE SUBJECT TO TECHNOLOGICAL
CHANGE, AND CHANGES IN TECHNOLOGY COULD ADVERSELY AFFECT OUR SALES.
The change of technology is a feature of both our defense and
commercial end markets. There is an inherent risk that advances in existing
technology, including solid state technology, or the development of new
technology could adversely affect the Company's financial condition and results
of operations. Historically, the Company has relied on a combination of internal
research and development and customer activities. To succeed in
3
the future, the Company must continually engage in effective and timely research
and development efforts in order to introduce innovative new products for
technologically sophisticated customers and end markets and benefit from
activities of our customers. We may not be able to continue to allocate
sufficient financial and other resources to our research and development
activities or receive support from our customers. If we fail to adapt
successfully to technological changes or fail to obtain access to important
technologies, our business may suffer.
A SIGNIFICANT PORTION OF THE COMPANY'S SALES IS, AND IS EXPECTED TO CONTINUE TO
BE, FROM CONTRACTS WITH THE U.S. GOVERNMENT THAT ARE SUBJECT TO COMPETITION,
GOVERNMENT REGULATION, CHANGES IN GOVERNMENTAL APPROPRIATIONS, NATIONAL DEFENSE
POLICIES AND RISKS PARTICULAR TO GOVERNMENT CONTRACTS.
A significant portion of the Company's sales results from, and is
expected to continue to result from, contracts with the U.S. Government, either
directly or through prime contractors or subcontractors. Over 30% of our sales
in fiscal year 2003 were made directly or indirectly to the U.S. Government. A
significant disruption or decline in U.S. military expenditures in the future or
of our relationship with the U.S. Government would result in a material decrease
to our sales, earnings and cash flow. In addition, the loss or significant
reduction in government funding of programs in which we participate could also
result in a material decrease to our future sales, earnings and cash flows and
thus limit our ability to satisfy our financial obligations, including those
related to the Notes. U.S. Government contracts are also conditioned upon
congressional approval and the continuing appropriation of necessary funds.
Congress usually appropriates funds for a given program each fiscal year even
though contract periods of performance may exceed one year. Consequently, at the
outset of a major program, multi-year contracts are usually funded for only the
first year, and additional monies are normally committed to the contract by the
procuring agency only as Congress makes appropriations for future fiscal years.
In addition, we are subject to risks particular to companies supplying
defense-related equipment and services to the U.S. Government. These risks
include the ability of the U.S. Government to unilaterally:
- suspend us from receiving new contracts pending
resolution of alleged violations of procurement laws
or regulations;
- terminate existing contracts, including for the
convenience of the government;
- reduce the value of existing contracts;
- audit our contract related-costs and fees, including
allocated indirect costs; and
- control and potentially prohibit the export of our
products, technology or other data.
The U.S. Government may review our costs and performance on certain
contracts, as well as on our accounting and general business practices. Based on
the results of such audits, the U.S. Government may adjust our contract-related
costs and fees, including allocated indirect costs. In addition, under U.S.
Government purchasing regulations, some of our costs, including most financing
costs, portions of research and development costs, and certain marketing
expenses may not be reimbursable under U.S. Government contracts.
Further, because of its business with the U.S. Government, the Company
may also be subject to "qui tam", or whistle blower, suits brought by private
plaintiffs in the name of the U.S. Government upon the allegation that the
Company submitted a false claim to the U.S. Government, as well as to false
claim suits brought by the U.S. Government. A judgment against the Company in a
qui tam or false claim suit could cause the Company to be liable for substantial
damages and could carry penalties of suspension or debarment which would make
the Company ineligible to receive any U.S. Government contracts for a period of
up to three years and, therefore, could potentially have a material adverse
effect on the Company's financial condition and results of operations.
Significant changes to appropriations, national defense policy, a
disruption of our relationship with the U.S. Government or termination of our
U.S. Government contracts would have a material adverse effect on the Company's
results of operations and financial condition.
THE COMPANY GENERATES SALES FROM CONTRACTS WITH FOREIGN GOVERNMENTS, AND
SIGNIFICANT CHANGES IN POLICIES OR TO APPROPRIATIONS OF THOSE GOVERNMENTS COULD
HAVE AN ADVERSE EFFECT ON OUR RESULTS OF OPERATIONS AND FINANCIAL CONDITION.
4
Approximately 17% of our fiscal year 2003 sales were sales generated
from foreign governments. Significant changes to appropriations, national
defense policies, disruptions of our relationships with foreign governments or
terminations of our foreign government contracts could have an adverse effect on
the Company's results of operations and financial condition.
OUR INTERNATIONAL OPERATIONS SUBJECT US TO SOCIAL, POLITICAL AND ECONOMIC RISKS
OF DOING BUSINESS IN FOREIGN COUNTRIES, ANY OF WHICH COULD NEGATIVELY AFFECT OUR
BUSINESS, FINANCIAL CONDITION OR RESULTS OF OPERATIONS.
We conduct a substantial portion of our business and employ a
substantial number of employees in our direct sales force and in external sales
organizations in Canada and in other countries outside of the United States. In
fiscal year 2003, we generated approximately 34% of our sales from customers
outside the United States. As a result, we are subject to risks of doing
business internationally. Circumstances and developments related to
international operations that could negatively affect our business, financial
condition or results of operations include, but are not limited to, the
following factors:
- difficulties and costs of staffing and managing
international operations;
- currency restrictions, which may prevent the transfer
of capital and profits to the United States;
- changes in currency rates with respect to the U.S.
dollar;
- changes in regulatory requirements;
- domestic and foreign government policies;
- potentially adverse tax consequences;
- restrictions imposed by the U.S. Government on the
export of certain products and technology;
- the responsibility of complying with multiple and
potentially conflicting laws;
- the impact of regional or country-specific business
cycles and economic instability; and
- geopolitical developments and conditions, including
international hostilities, acts of terrorism and
governmental reactions, trade relationships and
military and political alliances.
We have committed resources to expand our worldwide sales and marketing
activities, to globalize our service offerings and products in selected markets
and to further develop local sales and support channels. If we are unable to
successfully implement these plans, to maintain adequate long-term strategies
that successfully manage the risks associated with our global business or to
adequately manage operational fluctuations, our business, financial condition
and results of operations could be harmed.
In addition, our international operations and, specifically, the
ability of our non-U.S. subsidiaries to dividend or otherwise transfer cash
among our subsidiaries, including transfers of cash to pay interest and
principal on our debt, may be affected by limitations on imports, currency
exchange control regulations, transfer pricing regulations and potentially
adverse tax consequences, among other things.
WE MAY NOT BE SUCCESSFUL IN OBTAINING THE NECESSARY EXPORT LICENSES AND
TECHNICAL ASSISTANCE AGREEMENTS TO CONDUCT OPERATIONS ABROAD AND CONGRESS MAY
PREVENT PROPOSED SALES TO FOREIGN CUSTOMERS.
Licenses for the export of many of our products are required from
government agencies in accordance with various statutory authorities, including
the Export Administration Act of 1979, the International Emergency Economic
Powers Act, the Trading with the Enemy Act of 1917 and the Arms Export Control
Act of 1976. We can give no assurance that we will be successful in obtaining
these necessary licenses in order to conduct business abroad. Termination or
significant limitation on our ability to export would have an adverse effect on
our results of operations and financial condition.
OUR RESULTS OF OPERATIONS AND FINANCIAL CONDITION MAY BE ADVERSELY AFFECTED BY
INCREASED OR UNEXPECTED COSTS INCURRED BY US ON OUR CONTRACTS AND SALES ORDERS.
The terms of virtually all of our contracts and sales orders require us
to perform the scope of work under the contract or sales order for a
predetermined fixed price. As a result, we bear the risk of increased or
unexpected costs associated with a contract or sales order, which may reduce our
profit or cause us to sustain losses. Future increased or unexpected costs on a
significant number of our contracts and sales orders could adversely affect our
results of operations and financial condition.
5
ENVIRONMENTAL REGULATION AND LEGISLATION, LIABILITIES RELATING TO CONTAMINATION
AND CHANGES IN OUR ABILITY TO RECOVER UNDER VARIAN'S INDEMNITY, COULD ADVERSELY
AFFECT THE COMPANY'S BUSINESS.
The Company is subject to a variety of U.S. federal, state and local as
well as foreign environmental laws and regulations relating, among other things,
to wastewater discharge, air emissions, handling of hazardous materials,
disposal of solid and hazardous wastes, and remediation of soil and groundwater
contamination. We use a number of chemicals or similar substances, and generate
wastes, that are classified as hazardous, and require environmental permits to
conduct many of our operations. Violation of such laws and regulations can
result in substantial fines, penalties, and other sanctions. Changes in
environmental laws or regulations (or in their enforcement) affecting or
limiting, for example, our chemical uses, certain of our manufacturing
processes, or our disposal practices, could restrict the ability of the Company
to operate as it is currently operated or is permitted to be operated. In
addition, we may experience releases of certain chemicals or other events,
including the discovery of previously unknown contamination, that could cause us
to incur material cleanup costs or other damages. The Company is involved from
time to time in legal proceedings involving compliance with environmental
requirements applicable to its ongoing operations, and may be involved in legal
proceedings involving exposure to chemicals or the remediation of environmental
contamination.
Pursuant to the stock sale agreement by and between Varian Associates,
Inc., the predecessor of Varian Medical Systems, Inc., and CPI dated June 9,
1995, as amended (the "Varian Agreement"), Varian has agreed to indemnify us
for, and retained, various environmental liabilities relating to Varian's
Electron Devices Business prior to the closing of the sale of that business,
with certain exceptions and limitations (the "Varian Environmental Indemnity").
With certain limited exceptions, the Company is not indemnified under the Varian
Environmental Indemnity with respect to liabilities resulting from the Company's
operations after the closing of the Varian Agreement. Varian is undertaking
environmental investigation and remedial work at three of the Company's
manufacturing facilities, Palo Alto, California, Beverly, Massachusetts and
Georgetown, Ontario, Canada. The Company subleases a portion of the larger
Varian Palo Alto campus, for which Varian has entered into a Consent Order with
the California Environmental Protection Agency for remediation of soil and
groundwater contamination. The Palo Alto site abuts a federal Superfund site and
a state Superfund site. In addition, Varian has been sued or threatened with
suit with respect to some of the above-mentioned manufacturing facilities. The
Company's San Carlos, California facility also has soil and groundwater
contamination that has been the subject of some remediation.
Although the Company believes that Varian currently has sufficient
financial resources to satisfy its obligations to the Company under the Varian
Environmental Indemnity, because of the long-term nature of Varian's remediation
obligations, there can be no assurance that Varian will continue to have the
financial resources to comply fully with those obligations, or will continue to
take the same view with respect to the scope of those obligations. In either
case, our results of operations and financial condition could be materially
adversely affected.
There can also be no assurance that material costs or liabilities will
not be incurred by the Company in connection with obligations, proceedings or
claims related to environmental conditions arising from the Company's operations
or properties. Such costs or liabilities, if significant, could have a material
adverse effect on the Company's results of operations and financial condition.
WE HAVE ONLY A LIMITED ABILITY TO PROTECT OUR INTELLECTUAL PROPERTY RIGHTS,
WHICH ARE IMPORTANT TO OUR SUCCESS.
Our success depends, in part, upon our ability to protect our
proprietary technology and other intellectual property. We rely upon a
combination of trade secrets, confidentiality policies, nondisclosure and other
contractual arrangements, and patent, copyright and trademark laws to protect
our intellectual property rights. The steps we take in this regard may not be
adequate to prevent or deter infringement or other violation of our intellectual
property, and we may not be able to detect unauthorized use or take appropriate
and timely steps to enforce our intellectual property rights. Although it is our
intention to avoid infringing or otherwise violating the intellectual property
rights of others, we cannot be certain that our processes and products do not or
will not infringe or otherwise violate the intellectual property rights of
others. Infringement or other violation of intellectual property rights could
cause us to incur significant costs and prevent us from selling our products and
could have a material adverse effect on our business, financial condition and
results of operations.
6
OUR INABILITY TO OBTAIN CERTAIN NECESSARY RAW MATERIALS AND KEY COMPONENTS COULD
DISRUPT THE MANUFACTURE OF OUR PRODUCTS AND CAUSE OUR FINANCIAL CONDITION AND
RESULTS OF OPERATIONS TO SUFFER.
Certain raw materials and key components necessary for the manufacture
of the Company's products, such as molybdenum, cupronickel, OFHC copper, and
some cathodes, are obtained from a limited group of, or occasionally sole,
suppliers. If any of these suppliers fails to meet our needs, we may not have
readily available alternatives. If the Company is unable to procure these and
other necessary raw materials and key components from its suppliers, its ability
to manufacture products could be disrupted, and the Company's financial
condition and results of operations could suffer.
CYPRESS CONTROLS US AND MAY HAVE CONFLICTS OF INTEREST WITH US OR YOU IN THE
FUTURE.
After giving effect to the Transactions, affiliates of The Cypress
Group L.L.C. ("Cypress") will beneficially own approximately 96%, on a fully
diluted basis, of the outstanding shares of common stock of CPI Acquisition
Corp., CPI's indirect parent. As a result, Cypress will, following the closing
of the Transactions, have control over our decisions to enter into any corporate
transaction and will have the ability to prevent any transaction that requires
the approval of stockholders regardless of whether or not other stockholders or
holders of the Notes believe that any such transaction is in their own best
interests. Cypress may also have an interest in causing us to pursue
acquisitions, divestitures, financings or other transactions that, in its
judgment, could enhance its equity investment, even though such transactions may
involve risks to you as a holder of the Notes.
RISKS RELATING TO THE NOTES
THE NOTES ARE SUBORDINATED TO ALL OUR EXISTING AND FUTURE SENIOR INDEBTEDNESS,
WHICH MAY LIMIT OUR ABILITY TO REPAY YOU.
The Notes are contractually subordinated in right of payment to our
existing and future senior indebtedness. As of October 3, 2003, on a pro forma
basis, after giving effect to the Transactions, we would have had $90.0 million
outstanding, and availability of $40.0 million, under our Senior Credit
Facilities, all of which, if borrowed or drawn upon, would be senior debt. In
addition, subject to compliance with certain covenants under the Indenture for
the Notes, we may incur additional indebtedness, which may be senior to the
Notes and may materially adversely impact our ability to service our debt,
including the Notes.
Due to the subordination provisions of the Notes, in the event of our
insolvency, funds that would otherwise be used to pay the holders of the Notes
and any other senior subordinated indebtedness will be used to pay the holders
of senior indebtedness to the extent necessary to pay the senior indebtedness in
full. As a result of these payments, general creditors may recover less,
ratably, than the holders of senior indebtedness and the general creditors may
recover more, ratably, than the holders of the Notes or any other subordinated
indebtedness. In addition, holders of senior indebtedness may, under certain
circumstances, restrict or prohibit us from making payments on the Notes.
THE GUARANTEES ARE SUBORDINATED TO THE SENIOR DEBT OF THE GUARANTORS.
The guarantees are subordinated to all existing and future senior debt
of the guarantors, which will consist of all of the indebtedness and other
liabilities of the guarantors designated as senior indebtedness, including
guarantees of borrowings under the Senior Credit Facilities. As of October 3,
2003, on a pro forma basis, after giving effect to the Transactions, our
guarantors would have had $90.0 million outstanding, and availability of $40.0
million, under our Senior Credit Facilities, all of which, if borrowed or drawn
upon, would be senior debt.
FEDERAL AND STATE STATUTES ALLOW COURTS, UNDER SPECIFIC CIRCUMSTANCES, TO VOID
GUARANTEES AND REQUIRE NOTEHOLDERS TO RETURN PAYMENTS RECEIVED FROM GUARANTORS.
Under federal bankruptcy law and comparable provisions of state
fraudulent transfer laws, if, among other things, any guarantor, at the time it
incurred the debt evidenced by its guarantee of the Notes:
- received less than reasonably equivalent value or
fair consideration for the guarantees; and
- was insolvent or rendered insolvent as a
result of issuing the guarantees;
7
- was engaged in a business or transaction for
which that guarantor's remaining assets
constituted unreasonably small capital; or
- intended to incur, or believed that it would
incur, debts beyond its ability to pay as
those debts matured; or
- intended to hinder, defraud that guarantor's
creditors,
then the guarantee of that guarantor could be voided, or claims by holders of
the Notes under that guarantee could be subordinated to all other debts of that
guarantor. In addition, any payment by that guarantor pursuant to its guarantee
could be required to be returned to that guarantor, or to a fund for the benefit
of the creditors of that guarantor.
The measures of insolvency for purposes of the foregoing considerations
will vary depending upon the law applied in any proceeding with respect to the
foregoing. Generally, however, a guarantor would be considered insolvent if:
- the sum of its debts, including contingent
liabilities, was greater than the saleable value of
all of its assets at a fair valuation;
- the present fair saleable value of its assets was
less than the amount that would be required to pay
its probable liability on its existing debts,
including contingent liabilities, as they become
absolute and mature; or
- it could not pay its debts as they become due.
Each subsidiary guarantee will contain a provision intended to limit
the subsidiary guarantor's liability to the maximum amount that it could incur
without causing the incurrence of obligations under its subsidiary guarantee to
be a fraudulent transfer. This provision may not be effective to protect the
subsidiary guarantees from being voided under fraudulent transfer law.
If a court voided a guarantee by one or more of our subsidiaries as the
result of a fraudulent conveyance, or held it unenforceable for any other
reason, holders of the Notes would cease to have a claim against the subsidiary
based on the guarantee and would only be creditors of CPI and any guarantor
whose guarantee was not similarly held unenforceable.
OUR CANADIAN SUBSIDIARY AND OUR OTHER FOREIGN SUBSIDIARIES ARE NOT GUARANTORS,
AND YOUR CLAIMS WILL BE SUBORDINATED TO ALL OF THE CREDITORS OF THE
NON-GUARANTOR SUBSIDIARIES.
Our Canadian subsidiary is not a guarantor. This non-guarantor
subsidiary generated approximately 30% of our sales, 26% of our net income, 20%
of our EBITDA and 19% of our cash provided by operating activities for the
fiscal year ended October 3, 2003. In addition, it held approximately 26% of our
consolidated assets as of October 3, 2003. The amounts currently generated by
the other non-guarantor subsidiaries are not material. Any right of ours to
receive the assets of any of our non-guarantor subsidiaries upon their
bankruptcy, liquidation or reorganization (and the consequent right of the
holders of the Notes to participate in those assets) will be subject to the
claims of that subsidiary's creditors, including trade creditors. To the extent
that we are recognized as a creditor of that subsidiary, we may have such claim,
but it would still be subordinate to any security interests in the assets of
that subsidiary and any indebtedness and other liabilities of that subsidiary
senior to that held by us. As of October 3, 2003, on a pro forma basis to give
effect to the Transactions, these Notes would have been effectively junior to
approximately $14.7 million of liabilities (including trade payables) of these
non-guarantor subsidiaries.
WE MAY NOT HAVE THE ABILITY TO RAISE FUNDS NECESSARY TO FINANCE ANY CHANGE OF
CONTROL OFFER REQUIRED UNDER THE INDENTURE.
If a change of control occurs as described in the Indenture, we would
be required to offer to purchase your Notes at 101% of their principal amount
together with all accrued and unpaid interest and additional interest, if any.
If a purchase offer obligation arises under the Indenture, a change of control
could also have occurred under the Senior Credit Facilities, which could result
in the acceleration of the indebtedness outstanding thereunder. Any of our
future debt agreements may contain similar restrictions and provisions. If a
purchase offer were required under
8
the indenture for our debt, we may not have sufficient funds to pay the purchase
price of all debt, including your Notes, that we are required to repurchase or
repay.
A change of control is defined in the Indenture to include, among other
things, any person, other than one or more permitted holders, directly or
indirectly beneficially owning 50% or more of the voting power of the total
outstanding voting stock of CPI. Permitted holders is defined in the Indenture
to include (i) Cypress, (ii) any person which is directly or indirectly
controlled by Cypress, and (iii) in certain circumstances, any person with whom
Cypress and any person which is directly or indirectly controlled by Cypress (x)
is part of a group within the meaning of Section 13(d)(3) of the Exchange Act or
(y) are parties to a securityholders' agreement (as defined in the Indenture).
See the definitions of "Change of Control", "Permitted Holder" and
"Securityholders' Agreement" in the Indenture.