Culligan Announces Potential USD 900 Million Recapitalization
Culligan Holding S.ar.L., ("Culligan"), a wholly-owned subsidiary
of Culligan Ltd., a leading global provider of water treatment
products and services for household and commercial applications, today
announced a potential USD 900 million recapitalization. The
transaction, which is subject to conditions including definitive
documentation and board approval, would include the entering into new
senior secured revolving credit and term loan facilities (up to USD
640.0 million anticipated aggregate amount), together with an
anticipated second lien term facility (up to EUR 200.0 million
anticipated aggregate principal amount), by Culligan and certain of
its subsidiaries.
Culligan Ltd. expects to distribute approximately USD 360 million
from the recapitalization proceeds (or such lesser amount as may be
determined by Culligan Ltd. in its sole discretion) to its equity
holders, including Clayton, Dubilier & Rice Fund VI Limited
Partnership ("CD&R"), which owns approximately 83% of Culligan Ltd.'s
outstanding shares. Proceeds from the recapitalization would also be
used to repay all outstanding amounts under Culligan's current credit
facility and to redeem the existing 8% Senior Subordinated Notes due
2014 issued by Culligan Finance Corporation B.V. (the "CFC 8% Notes"),
a subsidiary of Culligan.
"Culligan is a market leader with an outstanding dealer network
and the most recognized brand in the water treatment industry," said
Mark Seals, Culligan's chief executive officer. "Since being acquired
by CD&R in 2004, the company has made significant progress in reducing
costs, improving profitability, streamlining manufacturing,
introducing new products and services, and targeting high potential
commercial market segments, such as restaurants and hotels."
The terms of the new credit facilities are expected to conform to
those included in a commitment letter, executed March 8, 2007, by
Culligan and certain financial institutions. The closing of the new
credit facilities, the redemption of the CFC 8% Notes and the
repayment of Culligan's current credit facility are subject to certain
conditions, including the absence of any material adverse effect on
Culligan and its subsidiaries between the date of the commitment
letter and the funding closing date, and, as noted above, Culligan
Ltd.'s expected distribution to its equity holders.
CAUTIONARY NOTE: The statements in this press release that relate
to future plans, events or performances are forward-looking statements
that involve risks and uncertainties. Culligan and its subsidiaries
and affiliates may determine not to pursue any or all of these
transactions, and, accordingly, there can be no assurance that any of
these transactions will occur. Culligan undertakes no obligation to
update any such forward looking statements.