Miller Industries, Inc. Announces Restructuring And Extension of Its Debt Facilities Through July 2005
CHATTANOOGA, Tenn., Dec. 30, 2003 -- Miller Industries, Inc. today announced that it has completed the restructuring of its Senior Credit Facility. William G. Miller, the Chairman of the Board and Co-Chief Executive Officer of the Company, increased his previous $2 million participation in the existing Senior Credit Facility by an additional $10 million. These funds, along with an increase in the commitment of CIT Group Inc. (CIT) to $20 million, were used to satisfy the Company's obligations to two of the Company's existing senior lenders, who were not interested in continuing to finance the Company. The result is that CIT and Mr. Miller now constitute the senior lenders to the Company, with CIT holding 62.5% of such loan and Mr. Miller participating in 37.5% of the loan. In addition, Mr. Miller agreed to subordinate his portion of the loan to that of CIT.
As a result of Mr. Miller's increased participation and agreement to subordinate to CIT, the loan was restructured and restated with a maturity date of July 23, 2005. The loan comprises a $15 million revolving facility, a $12 million non-amortizing term loan, and a $5 million term loan that will amortize at $167,000 a month commencing in February 2004. Also, all previously existing defaults under the Senior Credit Facility were waived, the financial covenants were substantially relaxed, and availability under the facility was increased by approximately $5 million.
As a condition of the new senior facility restructuring, the Company entered into separate agreements with the two holders of its subordinated debt pursuant to which each will extend until July 31, 2005 the maturity date of approximately $9.7 million of the principal amount of the outstanding subordinated debt they hold, and will convert the remaining portion, estimated to be $7.0 million, into shares of the Company's Common Stock. The subordinated debt holders also currently hold 186,000 warrants, which were acquired in July of 2002 and 2003. The approximately $7.0 million in subordinated debt will be converted to approximately 1.2 million shares of Common Stock, and the 186,000 warrants will be converted to approximately 80,000 shares of Common Stock, each based on a fourth quarter average price of the Company's Common Stock, estimated to be $5.75.
The holder of approximately 44% of the subordinated debt is an entity controlled by William G. Miller and owned by him, certain officers and directors of the Company, and others. The conversion by this entity of a portion of its subordinated debt and warrants into shares of the Company's Common Stock is subject to shareholder approval under the listing standards of the New York Stock Exchange because it is owned partially by insiders of the Company. The shareholders meeting at which this matter will be considered is expected to be held during the first part of February 2004. The closing of the exchange of subordinated debt and warrants of the other holder is expected to occur on January 5, 2004.
Jeffrey I. Badgley, President and Co-Chief Executive Officer of the Company said, "We are very pleased by the confidence that has been demonstrated in our Company by the increased participation in our Senior Credit Facility by CIT and Mr. Miller. We believe finalizing this complete restructuring of our credit facilities is a great start to 2004. Orders have been up substantially in the last few months, and the $5 million in additional availability should provide us with adequate working capital for the next two years."
Bill Miller commented, "I am happy to have been able to demonstrate my confidence in the future of Miller Industries by providing the additional capital needed to fund the Company's growth. The increased borrowing capacity that this restructuring brings to the Company, together with the recent completion of the sale of all of the RoadOne operations, should result in Miller Industries being in a better position to focus all of our energies on a return to profitability."
Miller Industries, Inc. is the world's largest manufacturer of towing and recovery equipment. The Company markets its towing and recovery equipment under a number of well-recognized brands, including Century, Vulcan, Chevron, Holmes, Challenger, Champion and Eagle.
Except for historical information contained herein, the matters set forth in this news release are forward looking statements. The Company notes that forward looking statements set forth above involve a number of risks and uncertainties that could cause actual results to differ materially from any such statement, including the risks and uncertainties discussed under the caption "Risk Factors" in the Company's Form 10-K for Fiscal 2002, which discussion is incorporated herein by this reference.