CP Atlas Buyer, Inc. Announces Commencement of Exchange Offer for Outstanding 7.000% Senior Notes due 2028 and Consent Solicitation

IRVING, Texas, June 25, 2025 /PRNewswire/ -- CP Atlas Buyer, Inc. (the "Company"), the parent company of American Bath Group, LLC ("ABG"), a leading manufacturer of showers, bathtubs and related accessories and a portfolio company of Centerbridge Partners, today announced that it has commenced an offer to exchange (the "Exchange Offer") any and all of the Company's outstanding 7.000% Senior Notes due 2028 (the "Old Notes") held by Eligible Holders (as defined herein) for newly issued Second Lien PIK Toggle Notes due 2031 (the "Exchange Notes" and the issuance thereof, the "Exchange Notes Issuance") to be issued by the Company and guaranteed by CP Atlas Intermediate, Inc., the parent entity of the Company, and each of the Company's existing and future wholly-owned domestic restricted subsidiaries, subject to certain exclusions. The Exchange Notes will bear interest at a rate, which will be payable partly in cash and partly "in-kind," to be determined based on the pricing of the New First Lien Notes in the manner set forth in the Exchange Offering Memorandum (each as defined herein). The Company expects to announce the relevant interest rate promptly upon its determination and in no event later than the date that is four business days prior to the Withdrawal Deadline (as defined herein).

In addition, the Company is soliciting consents ("Consents" and such solicitation the "Consent Solicitation") from Eligible Holders of the Old Notes to adopt certain proposed amendments (the "Proposed Amendments") to the indenture governing the Old Notes, dated as of November 25, 2020, 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.

Substantially concurrently with the Exchange Offer, the Company expects to consummate a new first lien financing (the "New First Lien Financing Transactions") consisting of an amended first lien credit facility (the "Amended First Lien Term Loan Facility") and new first lien notes (the "New First Lien Notes") that will be used to (x) repay in full its existing first lien term loan facility and existing incremental first lien term loan facility and pay related fees, costs and expenses (collectively, the "Existing First Lien Paydown"), (y) fund two potential acquisitions and (z) pay fees, costs and expenses related to the Exchange Offer, the Consent Solicitation and the Private Exchange (as defined herein). In addition, the Company expects to enter into an exchange agreement with holders of approximately $10.3 million in aggregate principal amount of unsecured private placement notes, with terms and conditions that are substantially identical to the Old Notes, to provide for the exchange (such exchange, the "Private Exchange") of all such existing private placement notes for an equivalent aggregate principal amount of Exchange Notes. The existing private placement notes are not fungible with the Old Notes and such holders are not entitled to vote on any matters relating to the Old Notes.

The Company's obligation to accept for exchange Old Notes validly tendered (and not validly withdrawn) pursuant to the Exchange Offer and related Consent Solicitation is subject to the satisfaction or waiver of certain conditions set forth in the confidential offering memorandum and consent solicitation statement, dated June 25, 2025 (the "Exchange Offering Memorandum"), including the consummation of New First Lien Financing Transactions in an aggregate amount (and irrespective of the individual principal amounts of term loans incurred under the Amended First Lien Term Loan Facility and/or New First Lien Notes that make up such aggregate amount) that, in the Company's reasonable judgment and subject to the Company's ordinary operational cash needs, together with available liquidity under existing agreements and other immediately available sources of cash, provide the Company with aggregate net proceeds sufficient to effectuate the Existing First Lien Paydown (the "First Lien Financing Condition"). The Company may waive certain conditions without extending the Exchange Offer or the Consent Solicitation, subject to applicable law.

Eligible Holders that collectively hold a majority of the aggregate principal amount of the Old Notes as of the date of the Exchange Offering Memorandum have expressed their intention to participate in the Exchange Offer. Therefore, the Company expects to have the necessary Consents to adopt the Proposed Amendments, assuming the consummation of the Exchange Offer and Consent Solicitation.

The Exchange Offer and the Consent Solicitation will expire at 5:00 P.M., New York City time, on July 24, 2025, unless extended (such time and date as it may be extended, the "Expiration Time"), or earlier terminated. Subject to the satisfaction or waiver of the conditions of the Exchange Offer and Consent Solicitation described in the Exchange Offering Memorandum, including the Minimum Participation Condition, the First Lien Financing Condition and the General Conditions (each as defined and further described in the Exchange Offering Memorandum), and the tender acceptance procedures described in the Exchange Offering Memorandum: (i) for each $1,000 principal amount of Old Notes validly tendered (and not validly withdrawn) at or prior to 5:00 P.M., New York City time, on July 9, 2025, unless extended (such time and date with respect to the Exchange Offer, as the same may be extended, the "Early Exchange Time") and accepted for exchange, Eligible Holders of Old Notes will be eligible to receive $1,000 principal amount of Exchange Notes (the "Early Exchange Consideration"); and (ii) for each $1,000 principal amount of Old Notes validly tendered after the Early Exchange Time but at or prior to the Expiration Time and accepted for exchange, Eligible Holders of Old Notes will be eligible to receive $950 principal amount of Exchange Notes (the "Late Exchange Consideration"). Rights to withdraw tendered Old Notes and revoke Consents will terminate at 5:00 P.M. New York City time on July 9, 2025, unless extended (such time and date as it may be extended, the "Withdrawal Deadline"), except for certain limited circumstances where additional withdrawal rights are required by law. Each Eligible Holder that tenders Old Notes into the Exchange Offer will be deemed to have given its Consent to the Proposed Amendments with respect to those tendered Old Notes. No additional consideration will be paid for Consents. The Early Exchange Time or the Expiration Time with respect to the Exchange Offer and Consent Solicitation can be extended independently of the Withdrawal Deadline for the Exchange Offer and Consent Solicitation.

The Old Notes will only be accepted for exchange by the Company in minimum principal amounts of $2,000 and integral multiples of $1,000 thereafter. The Company will not accept any tender of Old Notes that would result in the issuance of less than $2,000 principal amount of Exchange Notes. The Exchange Notes will only be issued in minimum principal amounts of $2,000 and integral multiples of $1.00 in excess thereof. If, under the terms of the Exchange Offer, a tendering Eligible Holder is entitled to receive Exchange Notes in a principal amount that is not an integral multiple of $1.00, the Company will round downward such principal amount of Exchange Notes to the nearest integral multiple of $1.00. This rounded amount will be the principal amount of Exchange Notes that Eligible Holders will receive, and no cash will be paid in lieu of any principal amount of Exchange Notes not received as a result of rounding down.

Each participating Eligible Holder must validly tender (and not validly withdraw) all of the Old Notes it holds. Partial tenders of Old Notes will not be accepted.

The following table sets forth the Early Exchange Consideration and Late Exchange Consideration to be offered to Eligible Holders of the Old Notes in the Exchange Offer:

Eligible Holders of Old Notes may not tender Old Notes without delivering the related Consents, and Eligible Holders of Old Notes may not deliver Consents without tendering the related Old Notes. Old Notes may not be withdrawn from the Exchange Offer and the related Consents may not be revoked from the Consent Solicitation after the Withdrawal Deadline, subject to applicable law.

The consummation of each of the Exchange Offer, the Consent Solicitation and the Exchange Notes Issuance is subject to, and conditioned upon, the satisfaction or waiver by the Company of, the Minimum Participation Condition, the First Lien Financing Condition and the General Conditions. Subject to applicable law, the Company reserves the right to, at any time, (i) extend, terminate, withdraw, amend or extend the Exchange Offer and/or the Consent Solicitation or (ii) waive or amend any condition described in the Exchange Offering Memorandum, without extending the Early Exchange Time or the Withdrawal Deadline or otherwise reinstating withdrawal rights, if any of the conditions set forth under "Conditions of the Exchange Offer and Consent Solicitation" in the Exchange Offering Memorandum with respect to the Exchange Offer is not satisfied or waived by the 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 Offer and Consent Solicitation 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/cpatlas, are authorized to receive and review the Exchange Offering Memorandum and to participate in the Exchange Offer and Consent Solicitation. Copies of all the documents relating to the Exchange Offer and Consent Solicitation may be obtained from the Exchange Agent (as defined herein), subject to confirmation of eligibility by the Exchange Agent, available at: www.dfking.com/cpatlas. There will be no letter of transmittal for the Exchange Offer.

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 Offer or the Consent Solicitation. 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 Trustee (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 Offer. 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 Offer 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 Offer and to deliver Consents pursuant to the Consent Solicitation and to determine whether it is legally permitted to participate in the Exchange Offer under applicable laws or regulations.

D.F. King & Co., Inc. has been appointed as the exchange agent (the "Exchange Agent") and Information Agent (the "Information Agent") for the Exchange Offer and Consent Solicitation. Questions concerning the Exchange Offer and the Consent Solicitation 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 American Bath Group

American Bath Group is a leading North American bathware manufacturer with a comprehensive product offering including showers, integrated tub / showers, bathtubs, shower bases, jetted whirlpools, and spas through a broad portfolio of well-recognized brands.

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 Offer, the Consent Solicitation, 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 be deemed "forward-looking statements" including any statements about the Company's proposed Exchange Offer and Consent Solicitation, the New First Lien Financing Transactions and certain potential acquisitions. Any statements that are not statements of historical fact should be considered forward-looking statements. These forward-looking statements generally are identified by the words such as "anticipates," "believes," "continues," "could," "estimates," "expects," "intends," "may," "outlook," "plans," "potential," "predicts," "projects," "seeks," "should," "would," "might," "outlook," "thinks," "expects," "intends," "trends," "will" or similar expressions, may be forward-looking statements. Readers are cautioned not to place undue reliance on forward-looking statements. As with the forward-looking statements included in this press release, these forward-looking statements are by nature inherently uncertain, and actual results may differ materially as a result of many factors, including but not limited to, the adverse impact of failing to consummate the contemplated transactions on our financial condition, business and prospects, the risk that an insufficient number of Eligible Holders participate in the Exchange Offer and tender their Old Notes, the risk that the First Lien Financing Transactions are not consummated on the terms we anticipate or at all, and diversion of our management's attention away from our business in connection with the transactions described herein. All forward-looking statements are based upon information available to the Company and ABG on the date of this press release. The Company and ABG undertake no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise. Any forward-looking statements involve risks and uncertainties that could cause actual events or results to differ materially from the events or results described in the forward-looking statements. The Company and ABG may not succeed in addressing these and other risks.

Contacts

Media
Anntal Silver / Daniel Hoadley
[email protected] / [email protected]

For questions concerning the Exchange Offer and the Consent Solicitation, please visit www.dfking.com/cpatlas or contact the Exchange Agent via email at [email protected], with a reference to "CP Atlas Buyer" in the subject line, or by phone at (212) 269-5550 (banks and brokers) or (800) 949-2583 (toll-free).

SOURCE American Bath Group, LLC