IRVINE, CA, Aug 20, 2008 (MARKET WIRE via COMTEX) — Hines Horticulture, Inc. (“Hines Horticulture” or the “Company”) today announced that it and its wholly-owned subsidiary, Hines Nurseries, Inc. filed voluntary petitions for relief under chapter 11 of the United States Bankruptcy Code in the United States Bankruptcy Court for the District of Delaware (the “Court”) to facilitate the going concern sale of all or substantially all of the Company’s assets.
In recent months, Hines Horticulture and its advisors extensively explored multiple restructuring alternatives, including the sale of all or specific portions of the Company’s operations, a new debt or equity capital infusion and a comprehensive restructuring of the Company’s balance sheet. As a result of these efforts, Hines Horticulture has filed a motion with the Court seeking approval of bidding procedures for the sale of all or substantially all of the Company’s assets and asking the Court to set a hearing date to approve the sale transaction.
The Company also announced today that it has agreed to the terms of an asset purchase agreement with an affiliate of Black Diamond Capital Management, L.L.C. (“Black Diamond”) under which Black Diamond’s affiliate has agreed to serve as a stalking horse bidder for substantially all the Company’s assets during the sale process. The asset purchase agreement is subject to a number of conditions, including completion of due diligence and financing. Investment funds managed by Black Diamond are collectively the Company’s largest unsecured creditors, holding a majority of the Company’s 10.25% Senior Notes.
The Company’s Board of Directors determined that a chapter 11 filing was a necessary and prudent step and the best way to maximize value for all stakeholders in the Company. The chapter 11 filing will allow the Company to operate its business without interruption and obtain necessary financing while implementing a sale process in a controlled, Court-supervised environment. The sale process will help preserve the Company’s value as a going concern, thereby benefiting its stakeholders and employees.
In conjunction with the filing, the Company has received commitments from its existing lenders for up to $62 million in debtor-in-possession (“DIP”) financing. The Company’s DIP financing is subject to a number of conditions, including further budget approvals. Upon approval by the Court, the DIP financing will provide liquidity through an amendment to the Company’s existing secured credit facility. The Company also has asked the Court for authorization to, among other things, continue paying employee wages and salaries and to provide employee benefits without interruption. During the chapter 11 process, vendors will be paid for postpetition purchases of goods and services in the ordinary course of business. In addition, the Company has asked for Court approval to continue to honor its current customer incentive programs, including volume rebates, returns and exchanges so that the chapter 11 process will have a minimal impact on the Company’s customers.
The Company would like to thank its customers and vendors for their continued support during this process. The Hines management team also appreciates the ongoing loyalty of its employees, whose dedication and hard work are critical to its success and to the future of the Company. The Hines management team is committed to maximizing value for all its stakeholders.
The Company’s main chapter 11 case has been assigned case number 08-11922. Additional information about the Company’s restructuring, including access to Court documents and other general information is available free of charge at the website maintained by the Company in these chapter 11 cases: http://chapter11.epiqsystems.com/hines.
About Hines Horticulture
Hines Horticulture operates one of the largest commercial nursery operations in North America, producing and distributing one of the broadest assortments of ornamental shrubs, color plants and container-grown plants in the industry. Hines Horticulture sells its products to more than 1,180 retail and commercial customers, representing more than 6,670 outlets throughout the United States, including premium local and regional garden centers, as well as leading national home centers and retailers, such as The Home Depot, Lowe’s and Wal-Mart. For more information about the Company, please visit the Company’s website: http://www.hineshorticulture.com.
About Black Diamond
Founded in 1995, Black Diamond is an alternative asset management firm with approximately $8 billion under management in a combination of distressed-debt/private equity funds, hedge funds and structured vehicles. Black Diamond has offices in Greenwich, Connecticut, and Lake Forest, Illinois.
Forward-looking Statements
This press release, as well as other statements made by the Company may contain forward-looking statements within the “safe harbor” provisions of the Private Securities Litigation Reform Act of 1995, that reflect, when made, the Company’s current views with respect to current events and financial performance. Such forward-looking statements are and will be, as the case may be, subject to many risks, uncertainties and factors relating to the Company’s operations and business environment, which may cause the actual results of the Company to be materially different from any future results, express or implied, by such forward-looking statements. Factors that could cause actual results to differ materially from these forward-looking statements include, but are not limited to, the following: (i) the ability of the Company to obtain reasonable bids through the sale process; (ii) the ability of the Company to operate pursuant to the terms of the DIP financing facility; (iii) the Company’s ability to obtain Court approval with respect to motions in the chapter 11 proceeding prosecuted by it from time to time; (iv) the ability of the Company to develop, prosecute, confirm and consummate one or more plans with respect to the chapter 11 proceeding; (v) risks associated with third parties seeking and obtaining Court approval to terminate or shorten the exclusivity period for the Company to propose and confirm one or more plans of reorganization, for the appointment of a chapter 11 trustee or to convert the cases to chapter 7 cases; (vi) the ability of the Company to obtain and maintain normal terms with vendors and service providers; (vii) the Company’s ability to maintain contracts and leases that are critical to its operations; (viii) the potential adverse impact of the chapter 11 cases on the Company’s liquidity or results of operations; (ix) the ability of the Company to execute its business plans and strategy and to do so in a timely fashion; (x) the ability of the Company to attract, motivate and/or retain key executives and associates; (xi) general economic or business conditions affecting the horticultural industry (which is dependent on consumer spending), either nationally or regionally, being less favorable than expected; (xii) increased competition in the horticultural industry; and (xiii) the Company’s ability to obtain Court approval of a sale transaction or to consummate a sale transaction. Other risk factors are listed in the Company’s filings with the Securities and Exchange Commission, including but not limited to the Annual Report on Form 10-K for the year ended December 31, 2006. Hines Horticulture disclaims any intention or obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.
Similarly, these and other factors, including the terms of any chapter 11 plan ultimately confirmed, can affect the value of the Company’s various prepetition liabilities, common stock and/or other equity securities. No assurance can be given as to what values, if any, will be ascribed in the bankruptcy proceedings to each of these claims or interests. A plan or plans of reorganization could result in holders of Hines Horticulture’s common stock or other equity interests and claims relating to prepetition liabilities receiving no distribution on account of such interests or claims and cancellation of such interests or claims. Under certain conditions specified in the Bankruptcy Code, a plan may be confirmed notwithstanding its rejection by an impaired class of creditors or equity holders and notwithstanding the fact that certain creditors or equity holders do not receive or retain property on account of their claims or equity interests under the plan. In light of the foregoing, the Company considers the value of the common stock and claims to be highly speculative and cautions equity holders that the stock and creditors that the claims may ultimately be determined to have no value. Accordingly, the Company urges that appropriate caution be exercised with respect to existing and future investments in Hines Horticulture’s common stock or other equity interest or any claims relating to prepetition liabilities.
SOURCE: Hines Horticulture, Inc.