Securities News

NSP Holdings L.L.C. Announces Commencement of Consent Solicitation

NSP Holdings L.L.C. (the "Company") and NSP Holdings Capital Corp. (together with the Company, the "Issuers") announced today that they have commenced the solicitation of consents from holders of their 11 3/4% Senior Pay in Kind Notes due 2012 (the "Notes") to amend and waive certain provisions of the Indenture governing the Notes, as described in a consent solicitation statement (the "Consent Solicitation Statement") being sent by the Issuers to all holders of the Notes as of June 10, 2005, the record date for the solicitation. The proposed amendments and waivers are contingent on several factors, including the closing of the proposed acquisition transaction pursuant to which Safety Products Holdings, Inc. ("Safety Products") will purchase all of the outstanding membership units of Norcross Safety Products L.L.C. ("Norcross") and all of the outstanding common stock of NSP Holdings Capital Corp., a wholly-owned subsidiary of the Company and co-issuer of the Notes, and pursuant to which Safety Products will assume all of the outstanding indebtedness of the Company and Norcross (the "Acquisition").

The consent solicitation is conditioned on the receipt of consents from holders of at least a majority in aggregate principal amount of the outstanding Notes not held by the issuers or their affiliates and other customary conditions and will expire at 11:59 p.m., New York City time, on June 24, 2005, unless extended. Subject to the conditions set forth in the Consent Solicitation Statement, the Issuers will pay a consent fee equal to 9% of the principal amount of Notes ($90 per $1,000 principal amount of Notes) to each holder that has delivered (and not revoked) a valid consent to the proposed amendments and waivers on or before June 24, 2005. Payment of such consent fee will be conditioned upon, and made following, the closing of the Acquisition, the operational effectiveness of the supplemental indentures and the satisfaction of the other terms and conditions contained in the Consent Solicitation Statement. The consent solicitation may be amended, extended or terminated, at the option of the Issuers, as set forth in the Consent Solicitation Statement. For a complete statement of the terms and conditions of the consent solicitation, holders of the Notes should refer to the Consent Solicitation Statement.

The Solicitation Agent in connection with the consent solicitation is Credit Suisse First Boston LLC ("CSFB"). Questions regarding the consent solicitation may be directed to CSFB at 800-820-1653 (toll free) or 212-538-0652 (collect). D.F. King & Co., Inc. is serving as Information Agent and Tabulation Agent in connection with the consent solicitation. Requests for assistance in delivering consents or for additional copies of the Consent Solicitation Statement should be directed to the Information Agent at 800-848-2998 (toll-free) or 212-269-5550 (collect).

About NSP Holdings L.L.C.

NSP Holdings L.L.C. is a leading designer, manufacturer and marketer of branded products in the personal protection equipment industry. The Company manufactures and markets a full line of personal protection equipment for workers in the general industrial, fire service and utility/high voltage industries. The Company sells products under trusted, long-standing and well-recognized brand names, including North, Morning Pride, Ranger, Servus, Pro-Warrington and Salisbury. The Company's broad product offerings includes, among other things, respiratory protection, protective footwear, hand protection, bunker gear and linemen equipment.

Safe Harbor Note

Certain of the statements and predictions contained in this release constitute forward-looking statements within the meaning of the Private Securities Litigation Reform Act. In particular, any statements, projections or estimates that include or reference the words "believes," "intends," "anticipates," "plans," "expects," "will," or any similar expression fall within the safe harbor for forward-looking statements contained in the Reform Act. Forward-looking statements are not guarantees of future performance and involve risks, uncertainties, and other factors, including those set forth below, which may cause our actual results, performance or achievements to be materially different from any future results, performance, or achievements expressed or implied by those statements. Important factors that could cause our actual results, performance, or achievements to be materially different from any future results, performance, or achievements expressed or implied by those statements include, but are not limited to: (i) our high degree of leverage and significant debt service obligations; (ii) the impact of current and future laws and governmental regulations affecting us or our product offerings; (iii) the impact of governmental spending; (iv) our ability to retain existing customers, maintain key supplier status with those customers with which we have achieved such status and obtain new customers; (v) the highly competitive nature of the personal protection equipment industry; (vi) any future changes in management; (vii) acceptance by consumers of new products we develop or acquire; (viii) the importance and costs of product innovation; (ix) unforeseen problems associated with international sales, including gains and losses from foreign currency exchange and restrictions on the efficient repatriation of earnings; (x) the unpredictability of patent protection and other intellectual property issues; (xi) cancellation of current orders; (xii) the outcome of pending product liability claims and the availability of indemnification for those claims; (xiii) general risks associated with the personal protection equipment industry; and (xiv) the successful integration of acquired companies on economically acceptable terms. More information on potential risks and uncertainties is available in the company's recent filings with the Securities and Exchange Commission, including its Form S-4, quarterly Form 10-Q reports and Forms 8-K.

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