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EXHIBIT (a)(5)
TRIVEST FUND II, LTD.
TRIVEST EQUITY PARTNERS II, LTD.
TRIVEST PRINCIPALS FUND II, LTD.
0000 XXXXX XXXXXXXX XXXXX, XXXXX 000
XXXXX, XXXXXXX 00000
April 30, 1999
Trivest Furniture Corporation
0000 Xxxxx Xxxxxxxx Xxxxx, Xxxxx 000
Xxxxx, Xxxxxxx 00000
Gentlemen:
Reference is made to that certain Amended and Restated Agreement and
Plan of Merger, dated as of March 30, 1999 (the "Merger Agreement"), pursuant to
which Trivest Furniture Corporation (the "Purchaser") has agreed to acquire all
of the outstanding shares of common stock of WinsLoew Furniture, Inc. (the
"Company") (other than certain shares owned by certain officers and directors of
the Company and/or their affiliates (the "Roll-Over Shares")), in a transaction
structured as a cash merger, for $33.00 cash per share (the "Acquisition").
You have advised us that the Purchaser has proposed that the Purchaser
and the Company shall enter into an amendment to the Merger Agreement (the
"Amendment") pursuant to which each holder of common stock of the Company (other
than holders of Roll-OverShares) would receive $34.00 cash per share (and each
holder of outstanding options to purchase common stock of the Company would
receive a cash payment equal to the difference between $34.00 per share and the
per share exercise price of such options.)
We understand that the aggregate purchase price to the Purchaser,
together with fees and expenses, will be approximately $296.2 million, which
amount will be funded by:
(i) approximately $6.1 million of cash available at the Company
(the "Cash on Hand");
(ii) the issuance of $135.0 million of senior subordinated notes
due 2009 (the "Senior Notes");
(iii) borrowings of approximately $80.1 million under a $145.0
million senior secured bank credit facility consisting of (A)
a $30.0 million 51/2year revolving credit facility (the
"Revolver") (not more than $5.1 million of which will be drawn
at closing), (B) a $25.0 million 51/2year term loan A (of
which $5.0 million will be drawn at closing in connection with
the consummation of the Acquisition and $20.0 million may be
used exclusively for the consummation of the proposed
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Trivest Furniture Corporation
April 30, 1999
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acquisition of Miami Metal Products, Inc., dba Pompeii
Furniture Industries and its Mexican affiliate (collectively,
"Pompeii")) and (C) a $50.0 million 7 year term loan B (the
"Credit Facility"), and (D) a $40.0 million 51/2year revolving
acquisition facility; and
(iv) the issuance of not less than $75.0 million of common equity
to Trivest Fund II, Ltd., Trivest Equity Partners II, Ltd.,
Trivest Principals Fund II, Ltd., certain members of senior
management of the Company, certain employees of the Company
and its subsidiaries and certain principals of Trivest II,
Inc. (the "Equity Financing").
We understand that the Cash on Hand, the proceeds of the Senior Notes,
the proceeds of the Credit Facility and the proceeds of the Equity Financing
will be used (i) to pay the consideration payable to the shareholders of the
Company (other than holders of Roll-Over Shares) in connection with the
Acquisition and to make the related payments to holders of outstanding Company
stock options, (ii) to refinance existing indebtedness of the Company and its
subsidiaries, (iii) to pay the purchase price for Pompeii, (iv) to finance
certain future acquisitions by the Company to the extent permitted under the
indenture relating to the Senior Notes and under the Credit Facility, (v) to pay
expenses of the Acquisition and the acquisition of Pompeii and (vi) to fund the
working capital needs of the Company and its subsidiaries and for general
corporate purposes.
Trivest Fund II, Ltd., Trivest Equity Partners II, Ltd. and Trivest
Principals Fund II, Ltd. hereby commit, severally in accordance with the pro
rata percentages set forth under Paragraph A of Annex I, hereto, to provide up
to $73.5 million of the Equity Financing for the transaction. Trivest Equity
Partners II, Ltd. and Trivest Principals Fund II, Ltd. hereby commit, severally
in accordance with the pro rata percentages set forth under Paragraph B of Annex
I, hereto, to provide up to $1.5 million of any excess of the Equity Financing
for the transaction over $73.5 million. The foregoing commitments are subject to
the following:
(a) the Amendment shall have been executed and delivered by the
parties thereto;
(b) no material adverse change shall have occurred after the date
hereof in the business, prospects, condition (financial or
otherwise) or results of operations of the Company and its
subsidiaries, taken as a whole;
(c) the Senior Notes financing shall have been consummated on
terms substantially the same as those described above; and
(d) the Credit Facility financing shall have been consummated on
terms substantially the same as those described above.
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Trivest Furniture Corporation
April 30, 1999
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You are hereby authorized to deliver a copy of this letter to the
Special Committee of the Board of Directors of the Company.
Very truly yours,
TRIVEST FUND II, LTD.
By: Trivest Fund II Manager, Ltd., General
Partner
Trivest Equities, Inc., General Partner
By: /s/XXXX X. XXXXXX
-----------------------------------
Xxxx X. Xxxxxx
Chairman and Chief Executive Officer
TRIVEST EQUITY PARTNERS II, LTD.
By: Trivest Fund II Manager, Ltd., General
Partner
Trivest Equities, Inc., General Partner
By: /s/XXXX X. XXXXXX
------------------------------------
Xxxx X. Xxxxxx
Chairman and Chief Executive Officer
TRIVEST PRINCIPALS FUND II, LTD.
By: Trivest Principals Fund II, Inc.,
General Partner
By: /s/XXXX X. XXXXXX
------------------------------------
Xxxx X. Xxxxxx
Chairman and Chief Executive Officer
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Trivest Furniture Corporation
April 30, 1999
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ANNEX I
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Pro Rata Percentages of Commitment
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B. First $73.5 million of Equity Financing
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TRIVEST INVESTOR PRO RATA PERCENTAGE
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Trivest Fund II, Ltd. 72.73%
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Trivest Equity Partners II, Ltd. 18.91%
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Trivest Principals Fund II, Ltd. 8.36%
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B. Up to $1.5 million Excess of Equity Financing Over $73.5 Million
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TRIVEST INVESTOR PRO RATA PERCENTAGE
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Trivest Equity Partners II, Ltd. 69.33%
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Trivest Principals Fund II, Ltd. 30.67%
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