Attached files
file | filename |
---|---|
8-K - FORM 8-K - ARMSTRONG WORLD INDUSTRIES INC | c08877e8vk.htm |
EX-10.4 - EXHIBIT 10.4 - ARMSTRONG WORLD INDUSTRIES INC | c08877exv10w4.htm |
EX-10.2 - EXHIBIT 10.2 - ARMSTRONG WORLD INDUSTRIES INC | c08877exv10w2.htm |
EX-10.1 - EXHIBIT 10.1 - ARMSTRONG WORLD INDUSTRIES INC | c08877exv10w1.htm |
EX-10.3 - EXHIBIT 10.3 - ARMSTRONG WORLD INDUSTRIES INC | c08877exv10w3.htm |
EX-10.5 - EXHIBIT 10.5 - ARMSTRONG WORLD INDUSTRIES INC | c08877exv10w5.htm |
Exhibit 99.1
Armstrong World Industries Announces Refinancing and Declares Special Cash Dividend
LANCASTER, Pa., November 23, 2010 / / Armstrong World Industries, Inc (NYSE: AWI) announced
today that it has closed on a new $1.050 billion senior secured credit facility and that its Board
of Directors has declared a special cash dividend of $13.74 per share (approximately $800 million
in the aggregate). Armstrongs new credit facility includes $800 million of new term loans, a
portion of which was used to repay $430 million principal amount of existing debt, and the
remainder of which will be used to partially fund the special cash dividend. These transactions
complete Armstrongs previously announced leveraged recapitalization plan.
New Credit Facility
Armstrongs new credit facility consists of a $250 million revolving credit facility (none of which
was initially drawn, other than letters of credit), a $250 million term loan A and a $550 million
term loan B. The revolving credit facility and term loan A mature in five years, and the term loan
B matures in six and a half years.
Special Cash Dividend
The special cash dividend will be paid on December 10, 2010 to shareholders of record as of
December 3, 2010. It will be funded in part by the proceeds of the new term loans remaining after
repayment of existing debt and in part by cash on Armstrongs balance sheet.
Because of the magnitude of the special cash dividend, the New York Stock Exchange has determined
the ex-dividend date will be December 13, 2010, the business day following the payment date for the
special cash dividend. Armstrong shareholders of record on the December 3, 2010 record date who
subsequently sell their shares of common stock prior to the December 13, 2010 ex-dividend date will
also be selling their right to receive the special cash dividend. Shareholders are encouraged to
consult with their financial advisors regarding the specific implications of the deferral of the
ex-dividend date.
The amount of Armstrongs special cash dividend that would be treated as a dividend for U.S. tax
purposes depends on the amount of Armstrongs current and accumulated earnings and profits as
determined under the Internal Revenue Code. Because this determination is made as of the close of
Armstrongs fiscal year (December 31, 2010), Armstrong is not in a position to determine the
portion of the special cash dividend that will be treated as a dividend for U.S. tax purposes at
this time. The portion of the special cash dividend that is treated as a dividend for U.S. tax purposes will be reported on the
Forms 1099 sent to shareholders in 2011. Any portion of the special cash dividend that constitutes
a dividend for U.S. tax purposes should constitute a qualified dividend, subject to generally
applicable limitations. To the extent that the special cash dividend received by a shareholder
exceeds the portion treated as a dividend for U.S. tax purposes, the excess would first be treated
as a return of a taxpayers tax basis and thereafter as capital gain. The information set forth
above is provided only for general use, and does not constitute a complete description of all of
the U.S. tax consequences of the receipt of the special cash dividend or the ownership and
disposition of Armstrongs common shares. Shareholders should consult their own tax advisors
concerning such consequences.
Ratings
As a result of the recapitalization, Standard & Poors and Moodys have lowered their credit
ratings on Armstrong to BB- (negative) and B1 respectively.
Forward Looking Statement
These materials contain forward-looking statements within the meaning of the Private Securities
Litigation Reform Act, including Armstrongs intention to pay a special cash dividend, the amount
and timing of that payment and the sources of funds to be applied for that purpose. Such statements
provide expectations or forecasts of future events. Our outcomes could differ materially due to
known and unknown risks and uncertainties, including: the impact of our substantial new
indebtedness; lower construction activity reducing our market opportunities; availability and costs
for raw materials and energy; risks related to our international trade and business; business
combinations among competitors, suppliers and customers; risks related to capital investments and
restructurings; reduced business with key customers; and other factors disclosed in our recent
reports on Forms 10-K, 10-Q and 8-K filed with the SEC. We try to reduce both the likelihood that
these risks will affect our businesses and their potential impact. However, no matter how accurate
our foresight, how well we evaluate risks, and how effective we are at mitigating them, it is still
possible that one of these problems or some other issue could have an adverse effect on our
business, profitability, and the carrying value of assets. We undertake no obligation to update any
forward-looking statement beyond what is required by applicable securities law.
About Armstrong and Additional Information
More details on Armstrongs performance can be found in its Form 10-Q, filed with the SEC. To
supplement its consolidated financial statements presented in accordance with accounting principles
generally accepted in the United States (GAAP), Armstrong provides additional measures of
performance adjusted to exclude foreign exchange, and certain, expenses, gains and losses.
Armstrong uses these adjusted performance measures in managing the business, including
communications with its Board of
Directors and employees, and believes that they provide users of this financial information with
meaningful comparisons of operating performance between current results and results in prior
periods. Armstrong believes that these non-GAAP financial measures are appropriate to enhance
understanding of its past performance as well as prospects for its future performance. A
reconciliation of these adjustments to the most directly comparable GAAP measures is included in
this release and on our website. These non-GAAP measures should not be considered in isolation or
as a substitute for the most comparable GAAP measures. Non-GAAP financial measures utilized by
Armstrong may not be comparable to non-GAAP financial measures used by other companies.
Armstrong World Industries, Inc. is a global leader in the design and manufacture of floors,
ceilings and cabinets. In 2009, Armstrongs consolidated net sales totaled approximately $2.8
billion. Based in Lancaster, Pa., Armstrong operates 35 plants in eight countries and has
approximately 10,000 employees worldwide. For more information, visit http://www.armstrong.com/.