CP Atlas Buyer, Inc. Announces Early Exchange Results of Exchange Offer for Outstanding 7.000% Senior Notes due 2028 and Consent Solicitation

IRVING, Texas, July 9, 2025 /PRNewswire/ — CP Atlas Buyer, Inc. (the “Company“), the parent company of American Bath Group, LLC (“ABG“), a leading manufacturer of showers, bathtubs and related accessories, today announced the early exchange results of the previously announced offer to exchange (the “Exchange Offer“) any and all of the Company’s outstanding 7.000% Senior Notes due 2028 (the “Old Notes“) held by Eligible Holders (as defined herein) for newly issued Second Lien PIK Toggle Notes due 2031 (the “Exchange Notes” and the issuance thereof, the “Exchange Notes Issuance“) to be issued by the Company and guaranteed by CP Atlas Intermediate, Inc., the parent entity of the Company, and each of the Company’s existing and future wholly-owned domestic restricted subsidiaries, subject to certain exclusions. The Exchange Notes will bear interest at a rate of 12.750% per annum, which was determined based on the pricing of the New First Lien Notes (the “New First Lien Notes“) on July 1, 2025 and notified to holders of the Old Notes, and will be payable partly in cash and partly “in-kind,” in the manner set forth in the confidential offering memorandum and consent solicitation statement, dated June 25, 2025 (as amended, supplemented or otherwise modified from time to time, the “Exchange Offering Memorandum“).

As of 5:00 P.M., New York City time, on July 9, 2025 (the “Early Exchange Time“), the Company received 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 $477,339,000 in aggregate principal amount of Old Notes, or approximately 93.60% of the aggregate principal amount of Old Notes outstanding, as further specified in the table below (in each case, excluding the existing private placement notes, which are not fungible with the Old Notes and are not entitled to vote on any matters relating to the Old Notes).

To the extent there are no additional tenders of Old Notes following the Early Exchange Time, and all of the Old Notes validly tendered prior to the Early Exchange Time are accepted for purchase in accordance with the terms of the Exchange Offer, the aggregate principal amount of Exchange Notes to be issued following consummation of the Exchange Offer, including the Private Exchange Notes to be issued to the private placement noteholders in the Private Exchange (each as set forth in the Exchange Offering Memorandum), will be approximately $487,639,000.

In addition, as of the Early Exchange Time, the Company received the requisite number of consents (the “Consents“) in the concurrent consent solicitation (the “Consent Solicitation“) from Eligible Holders of the Old Notes to adopt certain proposed amendments (the “Proposed Amendments“) to the indenture governing the Old Notes, dated as of November 25, 2020 (as amended or supplemented from time to time, the “Old Notes Indenture“), 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. On July 9, 2025, the Company entered into a supplemental indenture with the trustee for the Old Notes and the guarantors party thereto to reflect the Proposed Amendments, but the Proposed Amendments will become operative only upon, and subject to, the consummation of the Exchange Offer on the Settlement Date.

As of 5:00 P.M., New York City time, on July 9, 2025, the right to withdraw tenders of Old Notes and related Consents expired (the “Withdrawal Deadline“). Accordingly, Old Notes tendered for exchange at or before such time may not be validly withdrawn and Consents may no longer be revoked, unless required by applicable law, or the Company determines in the future in its sole discretion to reinstate withdrawal and revocation rights. The Exchange Offer and the Consent Solicitation will expire at 5:00 P.M., New York City time, on July 24, 2025, unless extended or terminated earlier (such time and date as it may be extended or terminated earlier, the “Expiration Time“). Subject to the tender and acceptance procedures described in the Exchange Offering Memorandum, Eligible Holders who validly tender Old Notes after the Early Exchange Time but at or prior to the Expiration Time will receive the Late Exchange Consideration. No consideration will be paid for Consents in the Consent Solicitation. Each participating Eligible Holder must validly tender all of the Old Notes it holds. Partial tenders of Old Notes will not be accepted.

The consummation of each of the Exchange Offer, the Consent Solicitation and the Exchange Notes Issuance is subject to, and conditioned upon, the satisfaction or waiver by the Company of, the conditions described in the Exchange Offering Memorandum. Subject to applicable law, the Company reserves the right to, at any time, (i) extend, terminate, withdraw, amend or extend the Exchange Offer and/or the Consent Solicitation or (ii) waive or amend any condition described in the Exchange Offering Memorandum, without extending the Early Exchange Time or the Withdrawal Deadline or otherwise reinstating withdrawal rights, if any of the conditions set forth under “Conditions of the Exchange Offer and Consent Solicitation” in the Exchange Offering Memorandum with respect to the Exchange Offer is not satisfied or waived by the Expiration Time.

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 Offer and Consent Solicitation will only be 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“). Only Eligible Holders that have completed and returned the eligibility certification, which is available at www.dfking.com/cpatlas, are authorized to receive and review the Exchange Offering Memorandum and to participate in the Exchange Offer and Consent Solicitation. Copies of all the documents relating to the Exchange Offer and Consent Solicitation may be obtained from the Exchange Agent, subject to confirmation of eligibility by the Exchange Agent, available at: www.dfking.com/cpatlas. There will be no letter of transmittal for the Exchange Offer.

Eligible Holders of the Old Notes are urged to carefully read the entire Exchange Offering Memorandum, including the information presented under “Risk Factors” and “Disclosure Regarding Forward-Looking Statements” before making any decision with respect to the Exchange Notes Issuance, the Exchange Offer or the Consent Solicitation. None of the Company, the Dealer Managers (as defined in the Exchange Offering Memorandum), the Exchange Agent, the Information Agent (as defined herein), the Old Notes Trustee (as defined in the Exchange Offering Memorandum), the Exchange Notes Trustee (as defined in the Exchange Offering Memorandum), the Exchange Notes Collateral Agent (as defined in the Exchange Offering Memorandum) or any affiliate of any of them makes any recommendation as to whether any Eligible Holder of Old Notes should tender or refrain from tendering all or any portion of the principal amount of such Eligible Holder’s Old Notes for Exchange Notes in the Exchange Offer. No one has been authorized by any of them to make such a recommendation. Each Eligible Holder of Old Notes must make its own decision whether to tender Old Notes in the Exchange Offer and, if so, the amount of Old Notes as to which action is to be taken. Each Eligible Holder of Old Notes should consult with its advisors as needed to make its decision to tender Old Notes pursuant to the Exchange Offer and to deliver Consents pursuant to the Consent Solicitation and to determine whether it is legally permitted to participate in the Exchange Offer under applicable laws or regulations.

D.F. King & Co., Inc. has been appointed as the Exchange Agent and the Information Agent (the “Information Agent“) for the Exchange Offer and Consent Solicitation. Questions concerning the Exchange Offer and the Consent Solicitation may be directed to the Dealer Managers or the Exchange Agent, in accordance with the contact details shown on the back cover of the Exchange Offering Memorandum.

About American Bath Group

American Bath Group is a leading North American bathware manufacturer with a comprehensive product offering including showers, integrated tub / showers, bathtubs, shower bases, jetted whirlpools, and spas through a broad portfolio of well-recognized brands.

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 Offer, the Consent Solicitation, the New First Lien Financing Transactions 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 be deemed “forward-looking statements,” including any statements about the Company’s proposed Exchange Offer and Consent Solicitation, the New First Lien Financing Transactions and certain other transactions. Any statements that are not statements of historical fact should be considered forward-looking statements. These forward-looking statements generally are identified by the words such as “anticipates,” “believes,” “continues,” “could,” “estimates,” “expects,” “intends,” “may,” “outlook,” “plans,” “potential,” “predicts,” “projects,” “seeks,” “should,” “would,” “might,” “outlook,” “thinks,” “expects,” “intends,” “trends,” “will” or similar expressions, may be forward-looking statements. Readers are cautioned not to place undue reliance on forward-looking statements. As with the forward-looking statements included in this press release, these forward-looking statements are by nature inherently uncertain, and actual results may differ materially as a result of many factors, including but 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. All forward-looking statements are based upon information available to the Company and ABG on the date of this press release. The Company and ABG undertake no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise. Any forward-looking statements involve risks and uncertainties that could cause actual events or results to differ materially from the events or results described in the forward-looking statements. The Company and ABG may not succeed in addressing these and other risks.

Contacts

Media

Anntal Silver / Daniel Hoadley

anntal.silver@kekstcnc.com / daniel.hoadley@kekstcnc.com 

For questions concerning the Exchange Offer and the Consent Solicitation, please visit www.dfking.com/cpatlas or contact the Exchange Agent via email at cpatlas@dfking.com, with a reference to “CP Atlas Buyer” in the subject line, or by phone at (212) 269-5550 (banks and brokers) or (800) 949-2583 (toll-free).

View original content:https://www.prnewswire.com/news-releases/cp-atlas-buyer-inc-announces-early-exchange-results-of-exchange-offer-for-outstanding-7-000-senior-notes-due-2028-and-consent-solicitation-302501875.html

SOURCE American Bath Group, LLC