Published:
Hines Horticulture, Inc. Files Chapter 11 Petition to Facilitate Going Concern Sale of Its Assets
Enters Into Asset Purchase Agreement With Affiliate of Black Diamond Capital Management, L.L.C.
Received Commitments Up to $62 Million in Debtor-in-Possession Financing
Normal Operations to Continue During Sale Process

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.
Copyright © 2009, MarketWire
Copyright © 2009, NewsBlaze,
Daily News
Tags: ,Agriculture:Equipment and Supplies, Agriculture:Farming, Agriculture:Forestry, LifestyleandLeisure:HomeandGarden, LifestyleandLeisure:ToysandHobbies, ,CA,IRVINE, CA