The Brick announces completion of recapitalization transaction



    /NOT FOR DISTRIBUTION THROUGH U.S. NEWS WIRE SERVICES OR DISSEMINATION IN
    THE U.S./

    EDMONTON, May 28 /CNW/ - (TSX: BRK.UN) - The Brick Group Income Fund (the
"Brick") today announced the closing of its recently announced
recapitalization transaction, which included:

    
    -  a $120 million offering (the "Offering") of debt units (the "Debt
       Units"), each Debt Unit consisting of $1,000 principal amount of 12%
       senior secured debentures (the "Debentures") and 1,000 Class A Unit
       purchase warrants (the "Warrants");

    -  a new asset-based credit facility (the "Asset-Based Credit Facility")
       with GE Capital; and

    -  the repayment of all of the Brick's outstanding senior indebtedness of
       approximately $140 million.
    

    "We are pleased with the positive feedback and strong investor demand for
our debt offering," said Kim Yost, President and CEO. "We believe that the
recapitalization transaction, with the elimination of any financial covenants,
will provide us with the necessary financial flexibility and capital resources
to manage the business through the current economic environment."
    The Offering comprised a public offering of $30 million pursuant to a
short-form prospectus (the "Public Offering"), and a $90-million private
placement to accredited investors under an exemption from the prospectus
requirements of applicable securities laws. The Public Offering was led by RBC
Capital Markets, together with a syndicate of agents that includes CIBC World
Markets Inc. and GMP Securities L.P.
    The Debentures will mature on May 30, 2014, and bear interest at a rate
of 12% per annum, payable in cash semi-annually in arrears on December 31st
and June 30th of each year commencing on December 31, 2009. The Debentures are
secured by a first charge on all of the real estate and equipment owned
indirectly by the Brick, and a security interest, ranking subordinate to the
security for the Asset-Based Credit Facility, which covers all other assets,
including inventory and accounts receivable, as well as the securities of
certain subsidiaries of the Brick. Each Warrant entitles the holder to
purchase one Class A Unit, at any time prior to 5:00 p.m. (Eastern time) on
May 27, 2014, at a price of $1.00 per Class A Unit, subject to certain
anti-dilution adjustments.
    The TSX has conditionally approved the listing of the Debentures, the
Warrants and the Class A Units issuable upon exercise of the Warrants. Listing
is subject to the Brick fulfilling all of the requirements of the TSX on or
before August 4, 2009.
    The Asset-Based Credit Facility provides for maximum borrowings of up to
$130 million (of which approximately $65 million was initially available on
closing to partially fund the repayment of the Brick's outstanding
indebtedness and to provide the Brick with enhanced financial flexibility) and
has a term of 36 months. The amount available to be drawn under the
Asset-Based Credit Facility will vary from time to time based on the level of
the Brick's inventory and accounts receivable.

    This press release is not an offer to sell securities in the United
States. The Debentures and Warrants have not been and will not be registered
under the United States Securities Act of 1933, as amended, (the "U.S.
Securities Act") or any state securities laws, and may not be offered or sold
within the United States except in transactions which are exempt from the
registration requirements of the U.S. Securities Act.

    About the Brick

    The Brick, together with its subsidiaries, is one of Canada's largest
volume retailers of household furniture, mattresses, appliances and home
electronics, operating under five banners: The Brick, United Furniture
Warehouse, The Brick Superstore, The Brick Mattress Store, and Urban Brick. In
addition, through its corporate sales division, the Brick services the
subdivision, condominium, and high-rise builder market. The Brick's retail
operations are located in British Columbia, Alberta, Saskatchewan, Manitoba,
Ontario, Québec, Prince Edward Island, Nova Scotia, New Brunswick, and the
Yukon Territory.

    Forward-Looking Statements

    This news release contains "forward-looking statements" within the
meaning of applicable Canadian securities laws, including (but not limited to)
statements about the anticipated impact of the recapitalization transaction on
the Brick, the financial flexibility and capital resources necessary to manage
the business in the current economic environment, and similar statements
concerning anticipated future events, results, circumstances, performance or
expectations, that reflect management's current expectations and are based on
information currently available to management of the Brick and its
subsidiaries. The words "may", "will", "should", "believe", "expect", "plan",
"anticipate", "intend", "estimate", "predict", "potential", "continue" or the
negative of these terms, or other expressions which are predictions of or
indicate future events and trends and which do not relate to historical
matters, identify forward-looking matters.
    Reliance should not be placed on forward-looking statements because they
involve known and unknown risks, uncertainties and other factors, which may
cause the actual results, performance or achievements of the Brick to differ
materially from anticipated future results, performance or achievement
expressed or implied by such forward-looking statements. Factors that could
cause actual results to differ materially from those set forth in the
forward-looking statements include, but are not limited to, the risk that
relationships with suppliers (including the availability and terms of supplier
credit) fail to improve as expected or deteriorate further, that costs may be
difficult to manage and that availability under the Brick's new asset-based
credit facility may be less than expected and those risks and uncertainties
detailed in the section entitled "Risk Factors" in the Brick's Management's
Discussion and Analysis, Annual Information Form, short form prospectus dated
May 21, 2009 filed in connection with the Public Offering and in other filings
on www.sedar.com. These and other factors should be considered carefully and
readers are cautioned not to place undue reliance on these forward-looking
statements. The Brick undertakes no obligation to publicly update or revise
any forward-looking statements, whether as a result of new information, future
events or otherwise, other than as required by applicable law.





For further information:

For further information: Kim Yost, President and CEO, The Brick, (780)
930-6300, investor@thebrickgroup.ca; Nick Bobrow, CA, Chief Financial Officer,
The Brick, (780) 930-6300, investor@thebrickgroup.ca


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