UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT PURSUANT
TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of report (Date of earliest event reported): March 31 , 2004
BROWN JORDAN INTERNATIONAL, INC.
-----------------------------------------------------------------
(Exact Name of Registrant as Specified in its Charter)
Florida
-----------------------------------------------------------------
(State or Other Jurisdiction of Incorporation)
0-25246 63-1127982
-----------------------------------------------------------------
(Commission File Number) (IRS Employer Identification No.)
1801 North Andrews Avenue, Pompano Beach, Florida 33069
-----------------------------------------------------------------
(Address of Principal Executive Offices) (Zip Code)
(954) 960-1100
-----------------------------------------------------------------
(Registrant's Telephone Number, Including Area Code)
Not Applicable
-----------------------------------------------------------------
(Former Name or Former Address, if Changed Since Last Report)
ITEM 5. Other Events.
Brown Jordan International, Inc. ("Company") announced April 1, 2004 that
it has completed two financing transactions which, in the aggregate, provide the
Company with $225 million of new financing. Upon the closing of the
transactions, approximately $191 million was drawn under the credit facilities.
Proceeds from the transactions were used to repay the Company's previously
existing senior secured lenders ("former lenders") in full. Interest costs under
the new credit facilities will approximate those of the former credit facility,
however, fixed charges will be substantially reduced, providing the Company with
improved liquidity for its growth plans.
The Company had been operating under an extended forbearance agreement with
its former lenders, while the Company arranged new financing. The new financing
consists of: (i) $90 million asset based revolving credit facility ("Revolver")
provided by GMAC Commercial Credit; and; (ii) $135 million senior secured second
lien notes ("Notes") placed by Imperial Capital, LLC. Both the Revolver and the
Notes are three year commitments.
The terms of the revolver provide borrowing availability based on an 85%
advance rate against eligible accounts receivable and a 60% to 65% advance rate
against eligible inventory, depending on the time of the year. Borrowings under
the Revolver carry interest at LIBOR plus 225 basis points. Substantially all of
the Company's accounts receivable, inventory, fixed assets and intangibles have
been pledged as collateral for the Revolver on a first lien basis. The Company
must maintain a minimum of $5 million of available borrowing capacity at all
time, and, provided that the Company maintains a minimum of $9 million of
available borrowing capacity, the facilities do not have financial covenants. As
of the closing date of the transaction the Company had approximately $61 million
outstanding under the Revolver (including letters of credit) and approximately
$19 million available to be drawn.
The terms of the Notes provide for $135 million of term borrowings, an
interest rate of LIBOR plus 900 basis points and no financial covenants. The
Notes are secured by a second lien on substantially all of the Company's
accounts receivable, inventory, fixed assets and intangibles and a first lien on
the Company's capital stock as well as that of all of the domestic subsidiaries.
There is no required amortization on the Notes through maturity.
The Company also announced that on March 18, 2004 it made the interest
payment due to the holders of its 12 3/4 % Senior Subordinated notes that was
originally due on February 17, 2004.
ITEM 7. Financial Statements and Exhibits.
EXHIBIT NO. DOCUMENT
4.1
LOAN AND SECURITY AGREEMENT, GMAC COMMERCIAL FINANCE LLC
AND THE LENDERS WITH BROWN JORDAN INTERNATIONAL, INC
AND THE OTHER LOAN PARTIES DATED MARCH 31, 2004
EXHIBIT NO. DOCUMENT
4.2
PURCHASE AND SECURITY AGREEMENT AMONG BROWN JORDAN
INTERNATIONAL, INC., WLFI HOLDING, INC., THE GUARANTORS,
THE PURCHASERS, AND THE BANK OF NEW YORK DATED
AS OF MARCH 31, 2004
(c) EXHIBIT NO. DOCUMENT
99.1 Press Release of Brown Jordan International, Inc.
dated April 1, 2004 announcing new financing
transactions
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
BROWN JORDAN INTERNATIONAL, INC.
Date: April 7, 2004 By: /s/ John W. Frederick
-----------------------------------
John W. Frederick
Executive Vice President and
Chief Administrative Officer
EXHIBIT INDEX
EXHIBIT NO. DOCUMENT
99.1 Brown Jordan International, Inc. Press Release dated
April 1, 2004 announcing new financing transactions.
EXHIBIT 99.1
BROWN JORDAN INTERNATIONAL, INC. ANNOUNCES THE COMPLETION
OF NEW FINANCING TRANSACTIONS
Pompano Beach, FL (April 1, 2004) - Brown Jordan International, Inc.
("Company") announced today that it has completed two financing transactions
which, in the aggregate, provide the Company with $225 million of new financing.
Upon the closing of the transactions, approximately $191 million was drawn under
the credit facilities. Proceeds from the transactions were used to repay the
Company's previously existing senior secured lenders ("former lenders") in full.
Interest costs under the new credit facilities will approximate those of the
former credit facility, however, fixed charges will be substantially reduced,
providing the Company with improved liquidity for its growth plans.
The Company had been operating under an extended forbearance agreement with
its former lenders, while the Company arranged new financing. The new financing
consists of: (i) $90 million asset based revolving credit facility ("Revolver")
provided by GMAC Commercial Credit; and; (ii) $135 million senior secured second
lien notes ("Notes") placed by Imperial Capital, LLC. Both the Revolver and the
Notes are three year commitments.
The terms of the revolver provide borrowing availability based on an 85%
advance rate against eligible accounts receivable and a 60% to 65% advance rate
against eligible inventory, depending on the time of the year. Borrowings under
the Revolver carry interest at LIBOR plus 225 basis points. Substantially all of
the Company's accounts receivable, inventory, fixed assets and intangibles have
been pledged as collateral for the Revolver on a first lien basis. The Company
must maintain a minimum of $5 million of available borrowing capacity at all
time, and, provided that the Company maintains a minimum of $9 million of
available borrowing capacity, the facilities do not have financial covenants. As
of the closing date of the transaction the Company had approximately $61 million
outstanding under the Revolver (including letters of credit) and approximately
$19 million available to be drawn.
The terms of the Notes provide for $135 million of term borrowings, an
interest rate of LIBOR plus 900 basis points and no financial covenants. The
Notes are secured by a second lien on substantially all of the Company's
accounts receivable, inventory, fixed assets and intangibles and a first lien on
the Company's capital stock as well as that of all of the domestic subsidiaries.
There is no required amortization on the Notes through maturity.
Commenting on the financing transactions, John W. Frederick the Company's
Executive Vice President and Chief Administrative Officer said "The new
financing will provide the Company with additional liquidity to grow our
businesses as well as increased flexibility resulting from having no expected
financial covenants or senior debt amortization for the next three years". Bruce
R. Albertson, the Company's Chief Executive Officer commented "These
transactions demonstrate the confidence that the financing community has in our
vision and growth plan. We now have three years to focus primarily on developing
exciting new products and improving our operational efficiencies."
The Company also announced today that on March 18, 2004 it made the
interest payment due to the holders of its 12 3/4 % Senior Subordinated notes
that was originally due on February 17, 2004.
ABOUT BROWN JORDAN INTERNATIONAL
Brown Jordan International, Inc., designs, manufactures and markets retail
and contract furnishings under the brand names Brown Jordan, Tommy Bahama,
Pompeii, Winston, Vineyard, Molla, Tradewinds, Stuart Clark, Werner Woods,
Casual Living, Southern Wood Products, Loewenstein, Charter, Lodging by Charter,
Woodsmiths, Wabash Valley, Texacraft, and Tropic Craft. Brown Jordan
International's corporate office is located in Pompano Beach, Florida with
offices and manufacturing facilities located both domestically and
internationally.
Brown Jordan International, Inc. is an affiliate of Trivest Partners, L.P.,
a private investment firm, which is a leading provider of equity for middle
market corporate acquisitions, recapitalizations and growth capital financings.
Since its founding in 1981, Trivest has sponsored more than 115 acquisitions and
recapitalizations, totaling approximately $2.0 billion in value. Trivest
recently closed its third institutional investment fund, Trivest Fund III, L.P.,
with $316.1 million in total commitments. For more information, please visit
www.trivest.com.