Burlington Industries, Inc. and Berkshire Hathaway, Inc. (NYSE:brK.A) (NYSE:brK.B) announced today
that they have executed a definitive agreement for Berkshire Hathaway to acquire Burlington
Industries. The amount payable in the transaction to creditors of Burlington, which began Chapter
11 reorganization proceedings in 2001, is estimated to be $579 million, subject to adjustments.
Following emergence from Chapter 11, Burlington would operate as a wholly owned subsidiary of
Berkshire Hathaway.
The details of the transaction are set forth in papers being filed with the Court and with
the Securities and Exchange Commission. Under the proposed plan, Burlington’s secured creditors
would be paid in full and its pre- petition unsecured creditors would receive cash and certain
other assets estimated to be 34-35% of their claims. All shares of Burlington’s Common Stock would
be canceled with no payment. Burlington would emerge with no debt, other than ordinary course
liabilities and certain pre-petition obligations, having repaid the majority of the $1.1 billion of
liabilities it had prior to its bankruptcy filing, and eliminating the balance through the
bankruptcy process.
“This is a very positive outcome for the company, our employees and our creditors,” said
George W. Henderson, III, Chairman and CEO of Burlington. “Over the last year our efforts have
increased the value of our company and allowed us to achieve a significant level of return for our
creditors despite extraordinarily challenging conditions in our industry and the capital markets.”
“In several recent cases, other companies have emerged from bankruptcy with excessive debt
only to be faced with renewed problems. The opportunity to be totally debt free and having made
considerable progress in our globalization efforts puts us in a unique position to take full
advantage of our capabilities and compete successfully in a rapidly changing textile business.”
Warren E. Buffett, Chairman of Berkshire Hathaway commented further, “Only the very strong
will survive in the textile industry — strong in management, strong in worker skills and strong in
financial strength. Burlington brings the first two resources to a successful reorganization;
Berkshire brings the latter. Burlington will go forth as a company with no debt, talented and
dedicated management, and a workforce second to none. It will be a company designed for success.”
Henderson continued, “We are excited to become a part of the Berkshire Hathaway family of
companies. Berkshire is a company of great integrity and long-term focus, and we believe its solid
foundation provides us the right environment in which to operate and grow as we implement a new and
challenging business model.”
Burlington will seek Court approval of procedures whereby higher and better offers to
purchase Burlington may be considered and authorizing the payment to Berkshire of a termination fee
in certain circumstances. Burlington pointed out that the Berkshire offer is for cash and is not
dependent on obtaining outside financing. The closing of the transaction is subject to various
conditions, including the completion of the alternative offer process and pre-merger notification
requirements of U.S. law.
In reaching its decision to enter into the Berkshire Agreement, Burlington’s Board considered
a number of alternatives, including a proposal from WL Ross & Co, LLC for a stand alone
reorganization. This proposal was contingent upon obtaining new debt, and would pay only secured
claims in cash and then offer the unsecured creditors new common stock. Such proposal may be
considered again by the Company in connection with its ultimate determination of the best and
highest offer for the Company under the bidding procedures to be established by the Bankruptcy
Court.
Burlington and Berkshire currently expect the closing to occur toward the end of the June
quarter of FY 2003.With operations in the United States, Mexico and India and a global
manufacturing and product development network based in Hong Kong, Burlington Industries is one of
the world’s most diversified marketers and manufacturers of softgoods for apparel and interior
furnishings.
Berkshire Hathaway is a holding company owning subsidiaries engaged in a number of diverse
business activities. The most important of these is the property and casualty insurance business
conducted on both a direct and reinsurance basis through a number of subsidiaries.
This press release contains statements that are forward-looking statements within the meaning
of applicable federal securities laws and are based upon Burlington’s current expectations and
assumptions, which are subject to a number of risks and uncertainties that could cause actual
results to differ materially from those anticipated. Such risks and uncertainties include, among
other things, global economic activity and the implications thereon of the attack on September 11
and the U.S. government’s response thereto and the possibility of armed conflict with Iraq, the
success of the Burlington’s overall business strategy including successful implementation of
Burlington’s restructuring plan and Burlington’s development of a global sourcing structure, the
demand for textile products, the cost and availability of raw materials and labor, governmental
legislation and regulatory changes, and the long-term implications of regional trade blocs and the
effect of quota phase- out and lowering of tariffs under the WTO trade regime, the impact that
Burlington’s Chapter 11 proceeding has had or may have on its relationships with its principal
customers and suppliers, the nature of the capital structure which is approved in its plan of
reorganization and its ongoing ability to finance its operations and restructuring activities, the
cost of future capital sources, and the exposure to interest rate and currency fluctuations, its
ability to utilize tax loss carryforwards and retain tax refunds received or to be received, and
other factors identified in Burlington’s filings with the Securities and Exchange Commission.
Source: Burlington Industries, Inc.
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