Behrman Capital Completes $120 Million High Yield Dividend Recapitalization for Woodcraft Industries, Inc.

In Related Transaction, Woodcraft Obtains New Senior Secured $25 Million Revolving Credit Facility

NEW YORK, February 20, 2004 — Behrman Capital, a private equity investment firm based in New York and San Francisco, announced today that it has completed a $120 million high yield dividend recapitalization for WII Components, Inc., parent of Behrman portfolio company Woodcraft Industries, Inc. Behrman Capital acquired Woodcraft through a $145 million transaction in April 2003.

Under terms of the high yield placement, WII Components, Inc. has issued $120 million in 10% senior unsecured notes due 2012.

“We are very pleased with the success of this offering in the public debt markets,” said Grant G. Behrman, Managing Partner of Behrman Capital. “Woodcraft’s consistently strong financial performance has allowed us to establish this new capital structure, one which will provide the Company with significantly increased financial flexibility and new resources to pursue its growth and expansion. In addition, the transaction will generate a distribution to the Behrman-led investor group of approximately $38 million, or over 50% of the original equity investment made just 10 months ago. We are particularly pleased that Behrman Capital’s Limited Partners will benefit through a transaction that also provides Woodcraft significantly expanded financial resources.”

As part of the transaction, WII Components, Inc. has repaid the entire outstanding balance on its existing credit facility, consisting of three outstanding term loans and a $15 million revolving credit facility. The related credit agreement has been terminated.

The high yield offering was led by Credit Suisse First Boston and co-managed by Wachovia Securities. Goodwin Procter acted as legal advisor to Behrman Capital for the transaction.

Simultaneous with its high yield offering, WII Components, Inc. has also obtained a new $25 million senior secured revolving credit facility provided by Antares Capital. The senior secured revolving credit facility was undrawn at closing.

Woodcraft Industries, Inc. is one of the largest suppliers of outsourced doors and components to the kitchen cabinet and bath vanity industries, offering products under the Woodcraft, PrimeWood and Brentwood names. Headquartered in St. Cloud, Minnesota, the Company’s product line includes assembled solid wood doors and components, face frames, drawer parts, veneer raised panel doors, rigid thermofoil doors, and profile wrapped architectural millwork, all of which are manufactured to customers’ specifications. The Company has manufacturing facilities in Minnesota, North Dakota, Oregon and Kentucky.

Based in New York City and San Francisco, Behrman Capital was founded in 1991 by Darryl G. and Grant G. Behrman. The firm invests in management buyouts, leveraged buildups and recapitalizations of established growth companies and provides expansion capital to emerging growth companies. The company’s investments are focused primarily in four industries: information technology, business services, contract manufacturing, and outsourcing. The firm currently has a combined capital base exceeding $1.8 billion.

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Contact:
For Behrman Capital:
David Lilly / Michael Freitag
Kekst and Company
(212) 521-4800