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

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Oct 20, 2025, 08:50 ET

IRVING, Texas, Oct. 20, 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 expiration and final 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").

As of 5:00 P.M., New York City time, on October 17, 2025 (the "Expiration Time"), the Company received and accepted from Eligible Holders valid and unwithdrawn tenders and related Consents (as defined herein), as reported by D.F. King & Co., Inc. (the "Exchange Agent"), representing (a) $346,329,000 in aggregate principal amount of 5.625% Notes, or approximately 99.998% of the aggregate principal amount of 5.625% Notes outstanding and (b) $291,960,000 in aggregate principal amount of 6.750% Notes, or approximately 99.994% 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.

Title of Series of Old Notes	CUSIP No. / ISIN⁽¹⁾	Aggregate Outstanding Principal Amount	Tender Date	Principal Amount of Old Notes Validly Tendered and Accepted for Exchange	Exchange Consideration to be Received for Each $1,000 Principal Amount of Old Notes Validly Tendered and Accepted for Exchange⁽²⁾⁽³⁾
5.625% Senior Notes due 2029	70082L AA5 / US70082LAA52 U7024L AA5 / USU7024LAA53	$346,335,000	At or prior to the Early Exchange Time	$346,324,000	$1,000, consisting of approximately $843.25 in principal amount of Exchange Notes and approximately $156.75 in cash (in each case, subject to applicable rounding conventions)
5.625% Senior Notes due 2029	70082L AA5 / US70082LAA52 U7024L AA5 / USU7024LAA53	$346,335,000	After the Early Exchange Time and at or prior to the Expiration Time	$5,000	$950 principal amount of Exchange Notes
6.750% Senior Notes due 2029	70082L AB3 / US70082LAB36 U7024L AB3 / USU7024LAB37	$291,978,000	At or prior to the Early Exchange Time	$291,609,000	$1,000, consisting of approximately $843.25 in principal amount of Exchange Notes and approximately $156.75 in cash (in each case, subject to applicable rounding conventions)
6.750% Senior Notes due 2029	70082L AB3 / US70082LAB36 U7024L AB3 / USU7024LAB37	$291,978,000	After the Early Exchange Time and at or prior to the Expiration Time	$351,000	$950 principal amount of Exchange Notes

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(1)	No representation is made as to the correctness or accuracy of the CUSIP numbers or ISINs listed in this press release or the Exchange Offering Memorandum or printed on the Old Notes. Such CUSIP numbers and ISINs are provided solely for the convenience of the Eligible Holders of Old Notes.
(2)	For each $1,000 principal amount of Old Notes validly tendered and accepted for exchange the Company will pay accrued and unpaid interest in cash in addition to the Early Exchange Consideration or Late Exchange Consideration (each as defined in the Exchange Offering Memorandum), as applicable, to, but excluding, the Settlement Date (as defined herein). Interest on the Exchange Notes will accrue from the Settlement Date. No consideration will be paid for Consents in the Consent Solicitations. The Early Exchange Consideration and the Late Exchange Consideration, as applicable, will be paid on the Settlement Date.
(3)	For each $1,000 principal amount of Old Notes validly tendered (and not validly withdrawn) at or prior to the Early Exchange Time and accepted for exchange, Eligible Holders of Old Notes were eligible to receive an amount equal to $1,000 consisting of (i) an amount of cash equal to $100.0 million divided by the aggregate principal amount of Old Notes validly tendered (and not validly withdrawn) and accepted at or prior to the Early Exchange Time by Eligible Holders multiplied by $1,000 plus (ii) an amount of Exchange Notes equal to $1,000 less the cash consideration amount determined under clause (i), in each case, subject to applicable rounding conventions.

In addition, as previously announced, as of 5:00 P.M., New York City time on October 1, 2025 (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.

The settlement of the Exchange Offers is expected to occur on October 22, 2025 (the "Settlement Date"), subject to and conditioned upon the satisfaction or waiver by the Company of the General Conditions (as defined in the Exchange Offering Memorandum).

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 were only 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").

D.F. King & Co., Inc. has been appointed as the Exchange Agent and 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 (as defined in the Exchange Offering Memorandum) 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 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 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