Holley Performance Products Inc. and KHPP Holdings
BOWLING GREEN, Ky., Jan. 5, 2006 -- Holley Performance Products Inc. ("Holley") and KHPP Holdings, Inc. ("Holdings") announced today that they are extending until 11:59 p.m. New York City time on January 19, 2006, unless further extended, the expiration date of the exchange offer and consent solicitation with respect to the 12-1/4% Senior Notes due 2007, Series B of Holley (the "Notes"). The exchange offer had been scheduled to expire on January 4, 2006. Holley and Holdings also announced today that they have agreed to reduce the minimum tender condition of the exchange offer from 98% to 97%. All other terms of the exchange offer and consent solicitation remain unchanged. The consummation of the exchange offer is subject to a number of conditions, including the valid tender of at least 97% of the total principal amount of outstanding Notes. As of 5:00 p.m. New York City time on January 4, 2006, approximately 97.1% of the total principal amount of outstanding Notes had been validly tendered for exchange. The offer is being extended to provide additional time to finalize the legal documentation necessary to close the transaction.
The terms of the exchange offer and consent solicitation, and other information relating to Holley and Holdings, are set forth in the Exchange Offer and Consent Solicitation dated November 23, 2005, which will be supplemented to reflect the extension of the expiration date and the reduction of the minimum tender condition. Questions and requests for assistance or additional copies of the Exchange Offer and Consent Solicitation, any supplements thereto, and the letter of transmittal may be directed to Jefferies & Company, Inc., who is serving as the Dealer Manager for the exchange offer and consent solicitation, at 520 Madison Avenue, New York, New York 10022, Attention Zul Jamal, and telephone number (212) 284-2054.
Holley is also in discussions with the holders of approximately 65% of the principal amount of outstanding Notes who are party to a Support Agreement dated as of October 11, 2005 and amended as of November 4, 2005 and December 30, 2005 to further amend the Support Agreement to extend the timeframe for completing the exchange offer and to obtain the consent of such holders to the reduction of the minimum tender condition. Under the Support Agreement as currently in effect, Holley is obligated to use its commercially reasonable efforts to complete the exchange offer on or prior to January 16, 2006. The Support Agreement also obligates the holders of Notes who are party thereto to tender their notes in the exchange offer, subject to certain conditions described therein and in the Exchange Offer and Consent Solicitation, including the valid tender of at least 98% of the total principal amount of outstanding Notes. Holley believes, based on conversations with counsel representing the holders of Notes who are party to the Support Agreement, that such holders will agree to extend the timeframe for completing the exchange offer and consent to the reduction of the minimum tender condition.
Tenders of Notes and deliveries of consents must be received prior to 11:59 p.m. New York City time on January 19, 2006 (the "Expiration Date"), unless further extended. Tenders of Notes may be withdrawn and consents may be revoked at any time until the Expiration Date.
This announcement is neither an offer to sell nor a solicitation of an offer to buy or exchange the Notes or the securities offered in exchange for the Notes. The exchange offer and consent solicitation are made solely pursuant to the Exchange Offer and Consent Solicitation dated November 23, 2005, including any supplements thereto.
About Holley Performance Products Inc.
Holley Performance Products Inc. designs, manufactures and markets a diversified line of performance automotive products, including carburetors, fuel pumps, fuel injection systems, nitrous oxide injection systems, superchargers, exhaust headers, mufflers, camshafts, crankshafts, pistons, connecting rods and automotive performance plumbing products.
About KHPP Holdings, Inc.
KHPP Holdings, Inc. is the parent company of Holley Performance Products Inc.