Oregon Tool, Inc. Announces New Money and Recapitalization Transactions to Bolster Liquidity and Optimize Capital Structure

• $150 million of new money to boost liquidity,
  
  
• reduction of pre-transaction debt by over $75 million, and
  
  
• extended maturities dates to Q4 2029

PORTLAND, Ore., Feb. 20, 2025 /PRNewswire/ -- Oregon Tool, Inc. (the "Company") a global leader and manufacturer of professional-grade cutting tools for forestry, lawn and garden; farming, ranching and agriculture; and concrete cutting and finishing industries announced today the closing of three separate, highly beneficial financing transactions (the "Transactions"). The Transactions were supported by a substantial majority of the capital structure, including 100% of RCF lenders, approximately 83% in amount of existing term loans, and approximately 81% in amount of existing unsecured notes. Subsequent to the Transactions, the Company expects to make one or more exchange offers to additional holders of existing terms loans and existing unsecured notes. The Transactions provide material benefits to the Company.

On February 18, 2025, the Company caused its newly formed subsidiary, Oregon Tool Lux LP, a Luxembourg entity (the "NewCo"), to issue approximately $156 million principal amount of new first lien debt, in the form of term loans ("NewCo First Lien Term Loan"). On the same day, the Revolving Credit Facility lenders exchanged, at par, into a new first lien Revolving Credit Facility, at NewCo (the "New Revolver"). On February 19, 2025, an ad hoc group of Term Loan lenders ("Term Loan AHG") and an ad hoc group of holders of Term Loans and Notes ("Crossholder AHG") extended the maturity of their term loans to October 2029. On February 20, 2025, Term Loan AHG and Crossholder AHG lenders, at the Company's election, (i) refinanced or committed to refinance, at a discount, all existing Term Loans maturing in October 2029 and (ii) committed to exchange all notes held by the Term Loan AHG and Crossholder AHG members, into a mix of new second lien term loans ("Second Lien Term Loan") and new third lien notes ("Third Lien Notes") at NewCo. The New Revolver, the NewCo First Lien Term Loan, Second Lien Term Loan, and Third Lien Notes, have maturities of October 15, 2029. In addition, the Company's existing ABL lenders extended the maturity of the Company's ABL Credit Facility to October 15, 2029.

In connection with the Transactions, the participating lenders consented to the adoption of certain amendments to the existing term loan facility, which are now effective. Among other modifications, the amendments eliminated restrictive covenants in the existing debt.

As a result of the Transactions, the Company increased its liquidity by approximately $150 million (before giving effect to the use of proceeds thereof) and reduced its pre-transaction debt obligations by over $75 million.

"This transaction positions the Company for long-term success and benefits our key stakeholders," said Terry Hames, President and CFO of Oregon Tool, Inc. "The transaction deleverages our balance sheet through discount capture, provides critical liquidity for our operational needs through $150 million of new money, and extends maturities to Q4 2029. We are in position to continue investing in our strategic initiatives to develop innovative solutions for our customers, execute on identified operational efficiencies, and drive long-term profitable growth."

PJT Partners LP served as financial advisor and Milbank LLP served as legal counsel to the Company. Perella Weinberg Partners LP served as financial advisor and Davis Polk & Wardwell served as legal counsel to the Term Loan AHG. Lazard served as financial advisor and Paul, Weiss, Rifkind, Wharton & Garrison LLP served as legal counsel to the Crossholder AHG. Cahill, Gordon & Reindel served as legal counsel to RCF and ABL lenders.

This press release shall not constitute an offer to sell or a solicitation of an offer to buy nor shall there be any offer, solicitation or sale of securities by the Company in any state in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of such state.

About Oregon Tool, Inc.

Oregon Tool, Inc. is a global, premium-branded, precision-cutting-tool powerhouse platform. The company's portfolio of brands specializes in professional grade precision cutting tools for forestry, lawn and garden; farming, ranching and agriculture; and concrete cutting and finishing. Headquartered in Portland, Oregon, with a multinational manufacturing and distribution footprint, Oregon Tool, Inc. sells its products in more than 110 countries under the Oregon®, Woods®, ICS®, Pentruder®, Merit®, and Carlton® brands. The company is a global leader in manufacturing of saw chain and guide bars for chainsaws and diamond saw chain for concrete and pipe, a leading manufacturer of agricultural tractor attachments and lawn mower blades, and the leading OEM supplier of first-fit and replacement parts. Learn more at www.oregontool.com. 

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