Trans-Lux Successful in Comprehensive Restructuring Plan
Norwalk, CT (November 14, 2011) – Trans-Lux Corporation (OTCBB: TNLX), a leading supplier of LED technology for high resolution video displays and lighting applications, today announced the successful completion of an extensive financial restructuring and re-capitalization of the Company. Trans-Lux President and Chief Executive Officer J.M. Allain made the announcement. “I am pleased to report that the hard work by countless people on the restructuring plan has finally delivered. For well over a year now we have been working with our debt and stake holders to create a positive and viable way forward. We believe that the successful resolution of our restructuring plan puts us on a solid financial foundation and gives us the working capital to make much needed investments in strategic areas,” said Mr. Allain.
As part of the Company’s restructuring plan, the Company raised $8.3 million of equity capital (the “Offering”) consisting of (i) 416,500 shares of the Company’s Series A Convertible Preferred Stock, par value $1.00 per share (the “Preferred Stock”) having a stated value of $20.00 per share and convertible into fifty (50) shares of the Company’s Common Stock, par value $1.00 per share (or up to 20,825,000 shares of Common Stock), and (ii) 4,165,000 one-year warrants (the “A Warrants”). The Preferred Stock will automatically convert into Common Stock once the shareholders approve an increase to the number of shares of authorized Common Stock at the Company’s next annual meeting and the Company files an amendment to its certificate of incorporation so that there is an adequate amount of shares available for issuance. These securities were issued at a purchase price of $20,000 per unit (the “Unit”). Each Unit shall consist of 1,000 shares of Preferred Stock (convertible into 50,000 shares of Common Stock) and 10,000 A Warrants. Each A Warrant shall entitle the holder to purchase (a) one share of the Company’s Common Stock and (b) a three-year warrant (the “B Warrants”), at an exercise price of $1.00 per share (subject to adjustment to $0.20 per share). Each B Warrant shall entitle the holder to purchase one share of the Company’s Common Stock at an exercise price of $1.00 per share (subject to adjustment to $0.50 per share). The restructuring plan included offers to the holders of the 8¼% Limited convertible senior subordinated notes due 2012 (the “Notes”) to receive $225 plus 250 shares of the Company’s Common Stock for each $1,000 Note tendered and to the holders of the 9½% Subordinated debentures due 2012 (the “Debentures”) to receive $100 for each $1,000 Debenture tendered. $8,976,000 principal amount of the Notes and $718,000 principal amount of the Debentures were tendered. The Preferred Stock, as well as the Common Stock offered in exchange for the Notes, will not and have not been registered under the Securities Exchange Act of 1933, as amended, and may not be offered or sold in the United States absent registration or an applicable exemption from registration requirements. The Debentures are subordinate to the claims of the holders of the Notes and the Company’s senior lender under the Credit Agreement, among other senior claims. Both offers expired on October 31, 2011.
The net proceeds of the Offering were used to fund the restructuring of the Company’s outstanding debt, which includes: (1) a cash settlement to holders of the Notes; (2) a cash settlement to holders of the Debentures; (3) payment of the Company’s outstanding term loan with the senior lender and (4) payment of $1.0 million on the Company’s outstanding revolving loan with the senior lender. Any net proceeds of the Offering remaining after payment to holders of the Notes, the Debentures and the senior lender will be used for working capital and other general corporate purposes. The Placement Agent will receive a 4.8% commission and warrants to purchase the Company’s Common Stock.
“The success of the restructuring plan will now allow us to focus on growing the digital signage and LED lighting businesses, Trans-Lux’s portfolio of end-to-end solutions unlocks a whole new realm of new business development opportunities.” continued Mr. Allain.
TL Vision LED Large Screen Systems
Trans-Lux branded TL Vision LED Large Screen Systems deliver bright, high resolution images with breathtaking clarity. LED pitches range in size from 3mm to 45mm and can be configured in virtually any size and shape for indoor or outdoor use. The Company’s groundbreaking 3mm LED display is ideal for high resolution applications with image quality that rivals HD flat screen displays – but with the ability to be customized to meet the most demanding installations. For added value and convenience, the high resolution LED displays and control systems complement existing Trans-Lux displays.
TL Energy LED Lighting Solutions
Trans-Lux offers a comprehensive line of innovative LED lighting solutions under the newly established TL Energy brand. These innovative LED lighting products provide facilities and public infrastructure with “green” lighting solutions that deliver a tremendous return on investment and virtually pay for themselves. They emit less heat, conserve energy and enable creative lighting effects. The TL Energy LED Lighting products include a wide array of LED commercial and street lighting solutions, as well as LED replacement bulbs that fit into existing fixtures.
TL InfoVision LED Digital Displays
Trans-Lux branded TL InfoVision LED Digital Displays are available in virtually any size, shape and configuration for any indoor and outdoor application. From turnkey multi-screen LED display systems, time and temperature and price changer LED digital displays to single line tickers capable of displaying full-color animated or monochrome alphanumeric content, TL InfoVision LED solutions deliver outstanding clarity and brightness. Trans-Lux also offers a selection of controllers and interfaces to stream live data from virtually any content provider, as well as software solutions that make it easy for customers to customize content on-site.
Trans-Lux’s Fair-Play branded Data Walls and Scoreboard Systems are by far the industry’s leading line of digital displays for schools and universities, casino sports books and financial institutions. The Company has further expanded the Fair-Play line-up to include TL Vision LED Large Screen Displays, along with a new line of hand-held remote control solutions with the industry’s first 100% guarantee.
Safe Harbor Statement under the Private Securities Litigation Reform Act of 1995
The company may, from time to time, provide estimates as to future performances. These forward-looking statements will be estimates and may or may not be realized by the company. The company undertakes no duty to update such forward-looking statements. Many factors could cause actual results to differ from these forward-looking statements, including loss of market share through competition, introduction of competing products by others, pressure on prices from competition or purchasers of the company’s products, interest rate and foreign exchange fluctuations, terrorist acts and war.