HINES HORTICULTURE INC
8-K, EX-99.1, 2000-11-29
AGRICULTURAL PRODUCTION-CROPS
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                                                                    EXHIBIT 99.1
                                                               INVESTOR CONTACT:
                                                                Claudia Pieropan
                                                         Chief Financial Officer
                                                                  (949) 559-4444
                                                       www.hineshorticulture.com
                                                       -------------------------

             HINES HORTICULTURE FINALIZES BANK AND BOND AMENDMENTS

Irvine, California - November 28, 2000 - Hines Horticulture, Inc. (NASDAQ: HORT)
today announced that Hines Nurseries, Inc., its wholly owned subsidiary, has
received approval from its senior lenders and from the holders of its senior
subordinated notes to amend the terms of its senior credit facilities and its
senior subordinated notes. Hines believes these amendments will provide
increased financial flexibility to meet anticipated working capital needs,
particularly in its peak selling season.

Effective November 28, 2000, the senior credit facilities were amended to
provide the Company with an additional $30 million of revolving loan
commitments, which were guaranteed by Madison Dearborn Capital Partners, L.P.,
the Company's majority stockholder. Borrowings under these commitments may be
initiated and outstanding at any time between March 15 and June 15 of 2001 and
2002.

The amendment to the senior credit facilities increased the interest rate on all
loans by 1/4% to 1/2%, reset the financial covenants that establish minimum
interest coverage ratios and net worth levels, maximum leverage ratios and
capital expenditure amounts, and added a minimum EBITDA


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covenant. The amendment also modified the "clean down" requirement under the
working capital revolving credit facility, and provided for additional
restrictions on the Company's ability to make acquisitions and reinvest proceeds
from asset sales. Finally, the amendment provided for a permanent waiver to
supercede the temporary waivers issued by the senior lenders on November 10,
2000 with respect to two of the covenants of the senior credit facilities. All
other terms of the senior credit facilities remain substantially unchanged.

Effective November 28 2000, Hines Nurseries also received the approval of its
noteholders to amend the terms of its senior subordinated notes due 2005 to
expand the definition of "permitted indebtedness" to include, among other
things, all indebtedness under the senior credit facilities, as amended by the
amendment described above. In consideration for the amendment, Hines Nurseries
agreed to pay to consenting noteholders a fee of $35 per $1,000 of the principal
amount of Notes outstanding, to amend the terms of the notes to increase the
interest rate from 11 3/4% to 12 3/4% per annum, and to increase the optional
redemption price to 106% of the principal amount outstanding. In addition, Hines
Nurseries agreed to increase the purchase price upon a change of control from
101% to 105%, to add to the events that constitute a change of control, and to
pay a premium at maturity equal to 5% of the principal amount to be repaid at
that time. All other terms of the notes remain unchanged.

Hines Horticulture is a leading operator of commercial nurseries in North
America, producing one of the broadest assortments of container-grown plants in
the industry. The Company sells its nursery products primarily to the retail
segment, which includes premium independent garden centers,


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as well as leading home centers and mass merchandisers, such as Home Depot,
Lowe's, Wal-Mart, Kmart and Target. The Company is also the largest North
American producer and marketer of sphagnum peat moss and professional peat and
bark-based growing media, which it sells to professional customers, including
greenhouse growers, nursery growers and golf course developers.

Some of the statements and information contained in this press release
constitute forward-looking statements within the meaning of the Federal Private
Securities Litigation Reform Act of 1995. These forward-looking statements
involve known and unknown risks, uncertainties and other factors that may cause
the actual results, performance or achievements of the Company to be materially
different from any future results, performance or achievements expressed or
implied by such forward-looking statements. Some of the forward-looking
statements contained in this press release include, but are not limited to,
information regarding the future economic performance and financial condition of
the Company, the plans and objectives of the Company's management, and the
Company's assumptions regarding performance, financial condition, plans and
objectives. Actual results may differ materially from the forward-looking
information in this release.

Additional detailed information concerning a number of the important factors
that could cause actual results to differ materially from the forward-looking
information contained in this release are publicly available in Hines
Horticulture's filings with the Securities and Exchange Commission, including
the Prospectus filed on June 22, 1998 pursuant to Rule 424(b) under the
Securities Act of 1933.

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