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About Salton:
Based in Miramar, Florida, Salton, Inc. and its subsidiaries are
leading marketers and distributors of a broad range of branded
small household appliances. Salton markets and distributes small
kitchen and home appliances, pet and pest products, and personal
care products. Salton has a broad portfolio of well recognized brand
names, including Black & Decker®, George Foreman®, Russell Hobbs®,
Toastmaster®, LitterMaid®, and Farberware®. Salton's customers
include mass merchandisers, specialty retailers and appliance distributors
primarily in North America, South America, Europe and Australia.
About Merger with Applica:
On December 28, 2007, Salton completed its acquisition of APN Holding Company, Inc.,
the parent of Applica Incorporated, which was accomplished through a merger of a
wholly-owned subsidiary of Salton with and into APN. Completion of the transaction
followed approval by Salton stockholders of all matters necessary for the acquisition
by Salton of APN.
As a result, Harbinger Capital Partners Master Fund I, Ltd. and Harbinger Capital
Partners Special Situations Fund, L.P. (collectively, “Harbinger Capital Partners”),
which were the sole stockholders of APN, became the controlling stockholders of Salton,
owning approximately 92% of the outstanding shares of Salton’s common stock. Holders
of Salton’s Series A Voting Convertible Preferred Stock (excluding Harbinger Capital
Partners), Series C Nonconvertible (Non Voting) Preferred Stock (excluding Harbinger
Capital Partners) and common stock (excluding Harbinger Capital Partners) outstanding
immediately prior to the merger own approximately 3%, 3% and 2%, respectively, of the
outstanding common stock of Salton immediately following the merger and related transactions.
In addition to the merger, the following transactions occurred in connection with the
closing of the merger: (1) the automatic conversion of all outstanding shares
of Salton’s Series A Voting Convertible Preferred Stock into shares of Salton’s common stock;
(2) the automatic conversion of all outstanding shares of Salton’s Series C Nonconvertible
(Non Voting) Preferred Stock into shares of Salton’s common stock; and (3) the exchange by
Harbinger Capital Partners of approximately $90 million principal amount of Saltons’ second
lien notes and approximately $15 million principal amount of Salton’s 2008 senior subordinated
notes, for shares of a new series of non-convertible (non voting) preferred stock of Salton,
bearing a 16% cumulative preferred dividend.
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