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The Lenders under the Credit Agreement and the Holders of the Senior Notes and the
Senior Discount Notes Have Voted to Accept the Plan
White Plains, NY, January 5, 2010 — Haights Cross Communications, Inc. (“HCC”, and together with its U.S. subsidiaries, the “Company”) announced today that it has received acceptance of its prepackaged plan of reorganization and as previously disclosed will proceed to commence voluntary proceedings under Chapter 11 of the U.S. Bankruptcy Code to seek confirmation of the plan. Of those voting, 100% in dollar amount and 100% in number of holders of the obligations under that certain Credit Agreement, dated as of August 15, 2008, as amended, by and among Haights Cross Operating Company (“HCOC”), as borrower, the guarantors party thereto, including HCC, and the administrative agent thereto on behalf of the lenders party thereto from time to time (the “Credit Agreement”), 100% in dollar amount and 100% in number of holders of HCOC’s 11 ¾% Senior Notes due 2011 (the “Senior Notes”) and approximately 90% in dollar amount and 90% in number of holders of HCC’s 12 ½% Senior Discount Notes due 2011, voted to approve the Plan.
“We are extremely pleased with the overwhelming support we received from our lenders and noteholders and we are working diligently to initiate our prepackaged Chapter 11 filing as planned,” said Paul J. Crecca, HCC’s President and Chief Executive Officer. “The Company plans to continue operations as normal through the anticipated Chapter 11 case.”
As previously disclosed, on September 3, 2009 the Company entered into a plan support agreement with all of the lenders under HCOC’s Credit Agreement and holders of approximately 80% in principal amount of HCOC’s Senior Notes on the terms of a consensual financial restructuring that would reduce the Company’s debt obligations by approximately $200 million (to approximately $180 million in the aggregate) and extend the maturity of the Company’s debt until no earlier than three years from the effective date of the Plan. The Plan will otherwise leave unimpaired the Company’s general unsecured claims, including those of trade creditors, which would be paid in full.
A form of the Plan and the related Disclosure Statement, which provide a substantial description of the restructuring, may be accessed through http://www.haightscross.com/. The Company also announced that no eligible holders subscribed for sale of HCC common stock in the private rights offering that occurred concurrently with the solicitation for the prepackaged Plan.
Important Note
The transaction described above is subject to numerous closing conditions and there can be no assurances that the treatment of creditors outlined above will not change significantly. In the event that the Company is not able to successfully complete the restructuring contemplated by the Plan, it intends to explore all other restructuring alternatives available to it at that time. The Company cannot make assurances that any alternative restructuring arrangement or plan could be accomplished.
The above summary of the Plan is qualified in its entirety by the full text of the Plan and related Disclosure Statement referenced above.
About Haights Cross Communications:
Founded in 1997 and based in White Plains, NY, Haights Cross Communications is a premier educational and library publisher dedicated to creating the finest books, audio products, periodicals, software and online services, serving the following markets: K-12 supplemental education, public and school libraries, and consumers. Haights Cross companies include: Triumph Learning, Buckle Down Publishing and Options Publishing, and Recorded Books. For more information, visit www.haightscross.com. Triumph Learning is HCC’s test-preparation and intervention business and is comprised of its Coach, Buckle Down, and Options brands. Recorded Books is a leading publisher of unabridged audiobooks and other audio media for libraries, schools, and consumers, with operations in the U.S., U.K. and Australia.
Safe Harbor Statement:
This press release contains “forward-looking statements” within the meaning of the Private
Securities Litigation Reform Act of 1995. These statements include, but are not limited to, statements regarding the Company’s plans, intentions and expectations. Such statements are subject to a variety of risks, uncertainties, and other factors known and unknown that could cause actual results to differ materially from such forward-looking statements, including, but not limited to the completion of the Company’s announced restructuring and planned operation of our business, including the outcome and impact on our business of any resulting proceedings under Chapter 11 of the Bankruptcy Code. The Company makes no assurance that it will be successful in consummating the proposed Plan and restructuring or any other restructuring proposal on favorable terms if at all, which could also adversely affect the Company’s business plans and expectations. As a result, the Company makes no assurance that the treatment of creditors outlined in this press release and included in the Plan will not change significantly. A more extensive discussion of the risk factors that could impact these areas and the Company’s overall business and financial performance can be found in the Company’s reports previously filed with the Securities and Exchange Commission and the Disclosure Statement. The risks included above are not exhaustive. The Company expressly disclaims any obligation or undertaking to release publicly any updates or revisions to any such statements to reflect any change in the Company’s expectations or any change in events, conditions or circumstances on which any such statement is based.
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