Park River Holdings Reports Successful Early Exchange for Senior Notes with High Participation Rates

Park River Holdings, Inc. Early Exchange Results

Park River Holdings, Inc., the parent company of PrimeSource Brands, has recently announced early results for its exchange offers concerning the outstanding 5.625% and 6.750% Senior Notes due 2029. As of October 1, 2025,
these offers have seen remarkable participation, highlighting the market's confidence in the company's financial strategies.

The exchange offers, initiated to swap the old notes for newly issued 8.75% Second Lien Secured Notes due 2030, have attracted significant interest from eligible holders. At the close of the early exchange time, holders of approximately 99.99% of the 5.625% Notes and about 99.88% of the 6.750% Notes have tendered their securities, totaling substantial amounts of $346,326,000 and $291,615,000 respectively.

This exceptional participation fulfilled the Minimum Participation Condition required for the exchange, setting a solid foundation for the company’s ongoing financial plans. Concurrently, the company's First Lien Financing Condition was also satisfied, completing the previously announced $800 million offering of First Lien Secured Notes and $1.020 billion in new first lien term loans.

The strategic move aims not only to refinance existing debts but also to maneuver the company into a favorable position within the market, ensuring long-term sustainability and growth. Proceeds from these financial transactions are earmarked for repaying existing loans and funding the cash consideration payable through the exchange offers.

Eligible holders engaging in the exchange can expect an Early Exchange Consideration comprising Bank Notes and cash, showcasing the company's commitment to maintaining liquidity while optimizing financing structures. The terms set out in the Exchange Offering Memorandum provide holders clarity on the benefits of participating in this significant financial transition.

Additionally, Park River Holdings has engaged in concurrent consent solicitations, enabling it to propose key amendments to the indentures governing the old notes. These proposed amendments aim to eliminate overly restrictive covenants and certain default provisions, aligning the indentures with contemporary standards in financial securities.

As of the early exchange time, the company has successfully received requisite consents from eligible holders of both senior note types, paving the way for operational modifications that could enhance flexibility and business agility. The company emphasized that the proposed amendments will only activate upon the successful consummation of the respective exchange offers.

The exchange offers and consent solicitations will continue until the expiration date, set for 500 PM, New York City time, on October 17, 2025, unless extended or terminated early. Eligible holders must tender all old notes they hold, as partial submissions are not permitted under the terms of the exchange.

Concluding remarks from the company stress the importance of thoroughly reviewing the entire Exchange Offering Memorandum, particularly noting conditions related to risks and forward-looking statements. Park River Holdings maintains that the decisions regarding participation should be made with careful consideration and ideally in consultation with financial advisors.

D.F. King Co., Inc. remains the appointed exchange agent and information agent for these exchange offers, providing necessary guidance to stakeholders. With this strategic initiative, Park River Holdings, Inc. aims to solidify its market position and enhance the future prospects of its flagship, PrimeSource Brands, ensuring it remains a leader in providing specialty branded building products across North America.