Park River Holdings, Inc. Announces Early Exchange Results of Exchange Offers for Outstanding 5.625% Senior Notes due 2029 and 6.750% Senior Notes due 2029 and Consent Solicitations

IRVING, Texas, Oct. 1, 2025 /PRNewswire/ -- Park River Holdings, Inc. (the "Company"), the parent company of PrimeSource Brands, an industry-leading provider of branded specialty building products and hardware in North America, today announced the early results of the previously announced (i) offers to exchange (the "Exchange Offers") any and all of the Company's outstanding 5.625% Senior Notes due 2029 (the "5.625% Notes") and 6.750% Senior Notes due 2029 (the "6.750% Notes" and, together with the 5.625% Notes, the "Old Notes") held by Eligible Holders (as defined herein) for a combination of newly issued 8.75% Second Lien Secured Notes due 2030 (the "Exchange Notes" and the issuance thereof, the "Exchange Notes Issuance") to be issued by the Company and cash, and (ii) the related Consent Solicitations (as defined herein), in each case as set forth in, and upon the terms and subject to the conditions of, the confidential offering memorandum and consent solicitation statement, dated September 18, 2025 (as supplemented or otherwise modified from time to time, the "Exchange Offering Memorandum"). The Exchange Offers are two separate offers and may be amended, extended, terminated or withdrawn, either as a whole, or with respect to one or both series of Old Notes.

As of 5:00 P.M., New York City time, on October 1, 2025 (the "Early Exchange Time"), the Company had received from Eligible Holders valid and unwithdrawn tenders of Old Notes and related Consents (as defined herein), as reported by D.F. King & Co., Inc. (the "Exchange Agent"), representing (a) $346,326,000 in aggregate principal amount of 5.625% Notes, or approximately 99.99% of the aggregate principal amount of 5.625% Notes outstanding and (b) $291,615,000 in aggregate principal amount of 6.750% Notes, or approximately 99.88% of the aggregate principal amount of 6.750% Notes outstanding, as further specified in the table below. As a result, the Minimum Participation Condition (as defined in the Exchange Offering Memorandum) has been satisfied with respect to each series of Old Notes. In addition, on October 1, 2025, the First Lien Financing Condition (as defined in the Exchange Offering Memorandum) was satisfied upon closing of the Company's previously announced (i) offering of $800.0 million aggregate principal amount of its 8.000% First Lien Secured Notes due 2031 and (ii) $1,020.0 million aggregate principal amount of its new first lien term loan facility due 2031 (collectively, the "New First Lien Financing Transactions"). The Company expects to use proceeds from the New First Lien Financing Transactions to (i) repay in full the amounts outstanding under the Company's existing term loan facility, (ii) repay certain outstanding borrowings under the Company's existing ABL revolver credit facility, (iii) repay in full the outstanding principal amount of the Company's unsecured seller promissory note, (iv) fund $100.0 million in cash consideration payable pursuant to the Exchange Offers and (v) pay fees, costs and expenses related to the foregoing.

The table below sets forth the principal amount of each series of Old Notes that have been validly tendered (and consents thereby validly delivered) and not withdrawn as of the Early Exchange Time. Each Eligible Holder who validly tenders their Old Notes pursuant to an Exchange Offer is deemed to have validly delivered its consent in the corresponding Consent Solicitation with respect to the principal amount of such tendered Old Notes.

In addition, as of the Early Exchange Time, the Company received the requisite number of consents ("Consents") in the concurrent consent solicitation (the "Consent Solicitations") from (i) Eligible Holders of the 5.625% Notes to certain proposed amendments to the indenture governing the 5.625% Notes (as amended, supplemented or otherwise modified from time to time, the "5.625% Notes Indenture"), dated as of January 22, 2021 and (ii) Eligible Holders of the 6.750% Notes to certain proposed amendments to the indenture governing the 6.750% Notes (as amended, supplemented or otherwise modified from time to time, the "6.750% Notes Indenture" and, together with the 5.625% Old Notes Indenture, the "Old Notes Indentures" and each individually, an "Old Notes Indenture"), dated as of June 9, 2021, in each case, 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 (collectively, the "Proposed Amendments"). On October 1, 2025, the Company entered into (i) a supplemental indenture with the trustee for the 5.625% Notes and the guarantors party thereto to reflect the Proposed Amendments and (ii) a supplemental indenture with the trustee for the 6.750% Notes and the guarantors party thereto to reflect the Proposed Amendments but in each case, the Proposed Amendments will become operative only upon, and subject to, the consummation of the respective Exchange Offer on the settlement date of such Exchange Offer. If the Proposed Amendments become operative, Eligible Holders who did not validly tender their Old Notes in the Exchange Offers will be bound by the Proposed Amendments even if such Eligible Holder did not consent to the Proposed Amendments.

As of 5:00 P.M., New York City time, on October 1, 2025, the right to withdraw tenders of Old Notes and related Consents expired (the "Withdrawal Deadline"). Accordingly, Old Notes tendered for exchange at or before such time may not be validly withdrawn and Consents may no longer be revoked, unless required by applicable law, or the Company determines in the future in its sole discretion to reinstate withdrawal and revocation rights. The Exchange Offers and the Consent Solicitations will expire at 5:00 P.M., New York City time, on October 17, 2025, unless extended or terminated earlier (such time and date as it may be extended or terminated earlier, the "Expiration Time"). Subject to the tender and acceptance procedures described in the Exchange Offering Memorandum, Eligible Holders who validly tender Old Notes after the Early Exchange Time but at or prior to the Expiration Time will receive the Late Exchange Consideration. No consideration will be paid for Consents in the Consent Solicitation. Each participating Eligible Holder must validly tender all of the Old Notes it holds. Partial tenders of Old Notes will not be accepted.

The consummation of each of the Exchange Offers, the Consent Solicitations and the Exchange Notes Issuance is subject to, and conditioned upon, the satisfaction or waiver by the Company of the General Conditions (as defined in the Exchange Offering Memorandum). Subject to applicable law, the Company reserves the right to, at any time, (i) amend, extend, terminate or withdraw each of the Exchange Offers and/or the related Consent Solicitations or (ii) waive or amend any condition described in the Exchange Offering Memorandum with respect to one or both Exchange Offers, without reinstating withdrawal rights with respect to either of the Exchange Offers, if any of the conditions set forth under "Conditions of the Exchange Offers and Consent Solicitations" in the Exchange Offering Memorandum with respect to an Exchange Offer is not satisfied or waived by the applicable Expiration Time.

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 Offers and Consent Solicitations will only be 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"). Only Eligible Holders that have completed and returned the eligibility certification, which is available at www.dfking.com/primesource, are authorized to receive and review the Exchange Offering Memorandum and to participate in the Exchange Offers and Consent Solicitations. Copies of all the documents relating to the Exchange Offers and Consent Solicitations may be obtained from the Exchange Agent, subject to confirmation of eligibility by the Exchange Agent, available at: www.dfking.com/primesource. There will be no letter of transmittal for the Exchange Offers.

Eligible Holders of the Old Notes are urged to carefully read the entire Exchange Offering Memorandum, including the information presented under "Risk Factors" and "Disclosure Regarding Forward-Looking Statements" before making any decision with respect to the Exchange Notes Issuance, the Exchange Offers or the Consent Solicitations. None of the Company, the Dealer Managers (as defined in the Exchange Offering Memorandum), the Exchange Agent, the Information Agent (as defined herein), the Old Notes Trustees (as defined in the Exchange Offering Memorandum), the Exchange Notes Trustee (as defined in the Exchange Offering Memorandum), the Exchange Notes Collateral Agent (as defined in the Exchange Offering Memorandum) or any affiliate of any of them makes any recommendation as to whether any Eligible Holder of Old Notes should tender or refrain from tendering all or any portion of the principal amount of such Eligible Holder's Old Notes for Exchange Notes in the Exchange Offers. No one has been authorized by any of them to make such a recommendation. Each Eligible Holder of Old Notes must make its own decision whether to tender Old Notes in the Exchange Offers and, if so, the amount of Old Notes as to which action is to be taken. Each Eligible Holder of Old Notes should consult with its advisors as needed to make its decision to tender Old Notes pursuant to the Exchange Offers and to deliver Consents pursuant to the Consent Solicitations and to determine whether it is legally permitted to participate in the Exchange Offers under applicable laws or regulations.

D.F. King & Co., Inc. has been appointed as the Exchange Agent and Information Agent (the "Information Agent") for the Exchange Offers and Consent Solicitations. Questions concerning the Exchange Offers and the Consent Solicitations 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 the Company

The Company is a national provider of specialty branded building products. The Company's product offering spans more than 95,000 SKUs, including construction fasteners, knobs & pulls, fencing & railing, and functional hardware, among others. The Company operates an expansive footprint, serving over 50,000 customer locations through 64 strategically located sites in 26 states and 2 countries. The Company plays a crucial role for customers who rely on its brand value, breadth of offering and logistics capabilities.

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 Offers, the Consent Solicitations, the New First Lien Financing Transactions 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 constitute "forward-looking statements" including any statements about the Company's proposed Exchange Offers and Consent Solicitations. Generally, the words "believe," "expect," "intend," "estimate," "anticipate," "project," "will," "plan" and similar expressions identify forward-looking statements, which generally are not historical in nature. However, the absence of these words or similar expressions does not mean that a statement is not forward-looking. All statements that address operating performance, events or developments that we expect or anticipate will occur in the future are forward-looking statements. Management believes that these forward-looking statements are reasonable as and when made. However, caution should be taken not to place undue reliance on any such forward-looking statements because such statements are assumptions and are inherently uncertain. We undertake no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law. In addition, forward-looking statements are subject to certain risks and uncertainties that could cause actual results to differ materially from our historical experience and our present expectations or projections. These risks and uncertainties include, but are 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.

For questions concerning the Exchange Offers and the Consent Solicitations, please visit www.dfking.com/primesource or contact the Exchange Agent via email at [email protected], with a reference to "Park River Holdings" in the subject line, or by phone at (212) 269-5550 (banks and brokers) or (917) 740-7310 (toll-free).

SOURCE PrimeSource Brands