EAGAN, Minn. - Norcraft Companies, L.P. (the “Companies”) announced today the closing of the private offering of $180,000,000 aggregate principal amount of 10½% Senior Secured Second Lien Notes due 2015 (the “Notes”) by the Companies and its direct, wholly owned subsidiary, Norcraft Finance Corp., to qualified institutional buyers pursuant to Rule 144A under the Securities Act of 1933 (the “Securities Act”) and outside the United States in accordance with Regulation S under the Securities Act.

The Companies intend to use the net proceeds from the offering to, together with cash on hand, redeem its and Norcraft Finance Corp.’s 9% Senior Subordinated Notes due 2011 and to repurchase a portion of the 9¾% Senior Discount Notes due 2012 issued by Norcraft Holdings, L.P. and Norcraft Capital Corp. in accordance with terms of Norcraft Holdings, L.P.’s previously announced tender offer.

The Companies also announced today the entry into a new senior secured first-lien asset-based revolving credit facility by Norcraft Companies, L.P., as borrower, and Norcraft Intermediate Holdings, L.P., Norcraft Finance Corp. and Norcraft Canada Corporation, as guarantors. This new credit facility was a condition to the closing of the Notes. The new senior secured asset-based revolving credit facility will provide for aggregate commitments of up to $25.0 million, including a letter of credit sub-facility and will have a maturity date of December 9, 2013. The maximum availability will be subject to a borrowing base that will be determined upon the completion of field examinations and appraisals of the assets of the Companies and its subsidiaries.

The Notes will not be initially registered under the Securities Act or any state securities law and may not be offered or sold in the United States or any jurisdiction absent an effective registration statement or an applicable exemption.

This press release is for informational purposes only and is neither an offer to sell nor a solicitation of an offer to purchase the Notes or any securities of Norcraft Holdings, L.P. or any of its subsidiaries. No offers are being made herein to any investor in any jurisdiction in which the making or acceptance thereof would not be in compliance with the securities, blue sky or other laws of such jurisdiction.

 

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