Obligation Xeriam 8.875% ( US98416JAB61 ) en USD

Xeriam

100 % ⇌

Etas-Unis

US98416JAB61 ( en USD )

8.875% par an ( paiement semestriel )

15/06/2018 - Obligation échue

Prospectus brochure de l'obligation Xerium US98416JAB61 en USD 8.875%, échue

2 000 USD

239 424 000 USD

98416JAB6

B ( Très spéculatif )

B3 ( Très spéculatif )

Xerium Technologies est une société mondiale fournissant des produits et services technologiques pour l'industrie papetière.

L'Obligation émise par Xeriam ( Etas-Unis ) , en USD, avec le code ISIN US98416JAB61, paye un coupon de 8.875% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le 15/06/2018

L'Obligation émise par Xeriam ( Etas-Unis ) , en USD, avec le code ISIN US98416JAB61, a été notée B3 ( Très spéculatif ) par l'agence de notation Moody's.

L'Obligation émise par Xeriam ( Etas-Unis ) , en USD, avec le code ISIN US98416JAB61, a été notée B ( Très spéculatif ) par l'agence de notation Standard & Poor's ( S&P ).

Prospectus
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424B3 1 d196583d424b3.htm PROSPECTUS
Table of Contents
Filed Pursuant to Rule 424(b)(3)
Registration No. 333-178715
PROSPECTUS
Offer to Exchange
$240,000,000 Outstanding 8.875% Senior Notes due 2018
(CUSIP No. 98416J AA8 and U98398 AA5)
for $240,000,000 Registered 8.875% Senior Notes due 2018

On May 26, 2011, we issued $240 million aggregate principal amount of restricted 8.875% senior notes due 2018 in a private
placement exempt from the registration requirements under the Securities Act of 1933, as amended (the "Securities Act"), which we
refer to as the old notes.
The exchange offer:

· We are offering to exchange a new issue of 8.875% senior notes due 2018, which we refer to as the exchange notes, for our

outstanding old notes. We sometimes refer to the old notes and the exchange notes in this prospectus together as the notes.

· Our offer to exchange old notes for exchange notes will be open until 5:00 p.m., New York City time, on February 9, 2012,

unless extended.

· The exchange offer is subject to certain conditions, including that the exchange offer does not violate any law or applicable

interpretation of any law by the staff of the Securities and Exchange Commission (the "SEC").

· You may withdraw your tender of old notes at any time before the exchange offer expires.

· We will not receive any cash proceeds from the exchange offer.

· We do not intend to list the exchange notes on any national securities exchange or seek approval through any automated

quotation system, and no active market currently exists for the old notes or is anticipated for the exchange notes.
The exchange notes:

· The terms of the exchange notes offered in the exchange offer are substantially identical to the terms of the old notes, except

that the exchange notes will be registered under the Securities Act, and will not be subject to the restrictions on transfer or
related provisions relating to additional interest applicable to the old notes.

· Interest on the exchange notes will accrue at a rate of 8.875% per year, payable on June 15 and December 15 of each year,

beginning on June 15, 2012, to the extent not already paid on the old notes.

· On the issue date, the exchange notes will be guaranteed on a senior basis by all of our direct and indirect wholly-owned

domestic subsidiaries. None of our foreign subsidiaries will guarantee the exchange notes.

· The exchange notes will be our senior obligations, will rank pari passu with all of our and the guarantors' existing and

future senior indebtedness and will rank senior to all our and the guarantors' existing and future subordinated indebtedness.

· The exchange notes will bear a different CUSIP or ISIN number from the old notes and will not entitle their holders to

registration rights.
Each broker-dealer that receives exchange notes for its own account pursuant to this exchange offer must acknowledge that it will
deliver a prospectus in connection with any resale of the exchange notes. The accompanying letter of transmittal relating to the
exchange offer states that by so acknowledging and delivering a prospectus, a broker-dealer will not be deemed to admit that it is an
"underwriter" within the meaning of the Securities Act. This prospectus, as it may be amended or supplemented from time to time,
may be used by a broker-dealer in connection with resales of exchange notes received in exchange for old notes where such old notes
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were acquired by such broker-dealer as a result of market-making activities or other trading activities. We have agreed that, for a
period of 90 days after the date of this prospectus, we will make this prospectus available to broker-dealers upon request for use in
connection with any such resale. See "Plan of Distribution."

An investment in the exchange notes involves risks. You should carefully review the risk factors beginning on page 18 of
this prospectus.
Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of
these securities or determined whether this prospectus is truthful or complete. Any representation to the contrary is a criminal
offense.
Prospectus dated January 11, 2012
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Table of Contents
TABLE OF CONTENTS

About This Prospectus...
i

Non-GAAP Financial Measures
ii

Market Data, Industry Forecasts and Similar Information
iii

Forward-Looking Statements
iii

Prospectus Summary
1

Risk Factors
18

The Exchange Offer
32

Use of Proceeds
43

Capitalization
43

Selected Consolidated Financial Data
44

Management's Discussion and Analysis of Financial Condition and Results of Operations
46

Business
81

Management
91

Certain Relationships and Related Party Transactions
123
Securities Ownership of Certain Beneficial Owners and Management
127
Description of Other Indebtedness
129
Description of Exchange Notes
132
Certain U.S. Federal Income Tax Considerations
179
Plan of Distribution
184
Legal Matters
185
Independent Registered Public Accounting Firm
185
Where You Can Find More Information
185
Index to Consolidated Financial Statements
F-1
ABOUT THIS PROSPECTUS
In making your decision regarding participation in the exchange offer, you should rely only on the information contained in this
prospectus. This prospectus incorporates important business and financial information about us that is not included in or delivered
with this prospectus. We have not authorized anyone to provide you with any other information. We are not making an offer of these
securities in places where offers and sales are not permitted. The information contained in this prospectus and any applicable
prospectus supplement is accurate only on the date such information is presented. Our business, financial condition, results of
operations and prospectus may have changed since that date. You should read this prospectus together with the additional information
described under the heading "Where You Can Find More Information."
This prospectus may be supplemented from time to time to add, update or change information in this prospectus. Any statement
contained in this prospectus will be deemed to be modified or superseded for purposes of this prospectus to the extent that a statement
contained in such prospectus supplement modifies or supersedes such statement. Any statement so modified will be deemed to
constitute a part of this prospectus only as so modified, and any statement so superseded will be deemed not to constitute a part of this
prospectus.
The registration statement containing this prospectus, including the exhibits to the registration statement, provides additional
information about us and the securities offered under this prospectus. The registration statement, including the exhibits, can be read on
the website of the SEC or at the offices of the SEC as further described in "Where You Can Find More Information." You may obtain
a copy of the registration statement and its exhibits, free of charge, by oral or written request directed to: Xerium Technologies, Inc.,
8537 Six Forks Road, Suite 300, Raleigh, NC 27615, Attention: Corporate Secretary, phone number (919) 526-1400. The exchange
offer is expected to expire on February 9, 2012 and you must make your exchange decision by this expiration date. To obtain
timely delivery of the requested information, you must request this information by February 2, 2012, which is five business
days before the expiration date of the exchange offer.

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NON-GAAP FINANCIAL MEASURES
Throughout this prospectus we use the terms "EBITDA" and "Adjusted EBITDA," which are not indicators of performance or
liquidity determined in accordance with Generally Accepted Accounting Principles in the United States ("GAAP") and may not be
comparable to similarly titled measures used by other companies. Please see "Prospectus Summary--Selected Consolidated
Financial Data" for a more thorough discussion of our use of EBITDA and Adjusted EBITDA in this prospectus, including the
reasons that we believe this information is useful to management and why it may be useful to investors, and a reconciliation of
EBITDA and Adjusted EBITDA to the most closely comparable financial measures calculated in accordance with GAAP.

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MARKET DATA, INDUSTRY FORECASTS AND SIMILAR INFORMATION
We derived or obtained the industry, market and competitive position data throughout this prospectus from our own internal
estimates and research, as well as from industry publications and market research studies conducted by third parties. Industry
publications generally state that they have obtained information from sources believed to be reliable, but do not guarantee the
accuracy and completeness of such information. Similarly, third-party industry forecasts and market research, while believed to be
reliable, have not been independently verified. In particular, our market positions for our market segments, our market positions
within segments and the size of the addressable market are based principally on management market knowledge and management
estimates. Neither we nor the initial purchasers nor any other third party have independently verified such information, and neither we
nor the initial purchasers make any representations as to the accuracy of such information. Investors are advised not to place undue
reliance on this information.
FORWARD-LOOKING STATEMENTS
This prospectus contains forward-looking statements. These statements relate to future events or to our future financial
performance and involve known and unknown risks, uncertainties, and other factors that may cause our actual results, levels of
activity, performance, or achievements to be materially different from any future results, levels of activity, performance, or
achievements expressed or implied by these forward-looking statements. In some cases, forward-looking statements can be identified
by the use of words such as "may," "could," "expect," "intend," "plan," "seek," "anticipate," "believe," "estimate," "predict,"
"potential," or "continue" or the negative of these terms or other comparable terminology. Undue reliance should not be placed on
forward-looking statements because they involve known and unknown risks, uncertainties, and other factors that are, in some cases,
beyond our control and that could materially affect actual results, levels of activity, performance, or achievements. Factors that could
materially affect our actual results, levels of activity, performance or achievements include the following items:

· we are subject to the risk of weaker economic conditions in the locations around the world where we conduct business,

including the impact of price pressures and cost reduction strategies by our customers in the paper industry;

· our strategies and plans, including, but not limited to, those relating to developing and successfully marketing new

products, enhancing our operational efficiencies and reducing costs may not result in the anticipated benefits;

· we may be required to incur significant costs to reorganize our operations in response to market changes in the paper

industry;

· our financial results could be adversely affected by fluctuations in interest rates and currency exchange rates;

· our manufacturing facilities may be required to operate at or near capacity, which could negatively affect our production,

customer order lead time, product quality and labor relations;

· we may not be successful in developing and marketing new technologies or in competing against new technologies

developed by competitors;

· variations in demand for our products, including our new products, could negatively affect our net sales and profitability;

· due to our high degree of leverage and significant debt service obligations, we need to generate substantial operating cash

flow to fund growth and unexpected cash needs;

· our credit facility contains restrictive covenants, such as the covenants requiring compliance with minimum interest

coverage and maximum leverage ratios, which become more restrictive over time, that may require us to increasingly
improve our performance over time to remain compliant;

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· we are subject to the risk of terrorist attacks or an outbreak or escalation of any insurrection or armed conflict involving

the United States or any other country in which we conduct business, or any other domestic or international calamity,
including natural disasters;

· we are subject to any future changes in government regulation;

· we are subject to any changes in U.S. or foreign government policies, laws and practices regarding taxes and the

repatriation of earnings; and

· anti-takeover provisions could make it more difficult for a third-party to acquire us.
Other factors that could materially affect our actual results, levels of activity, performance or achievements can be found in the "Risk
Factors" section in this prospectus. If any of these risks or uncertainties materialize, or if our underlying assumptions prove to be
incorrect, actual results may vary significantly from what we project. Any forward-looking statement in this prospectus reflects our
current views with respect to future events and is subject to these and other risks, uncertainties, and assumptions relating to our
operations, results of operations, growth strategy, and liquidity. We assume no obligation to publicly update or revise these forward-
looking statements for any reason, whether as a result of new information, future events or otherwise, except as required by law.

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PROSPECTUS SUMMARY
This summary may not contain all of the information that may be important to you. You should read this summary
together with the entire prospectus, including the risk factors and the financial statements and the related notes included
elsewhere herein, before making a decision with respect to an investment in the exchange notes. Unless otherwise noted,
references in this prospectus to (i) "Xerium," "we," "our" and "us" mean Xerium Technologies, Inc. and its subsidiaries and
(ii) "trailing twelve month" and "LTM period" refer to the twelve months ended September 30, 2011.
Our Business
We are a leading global manufacturer and supplier of consumable products for paper production and other manufacturing
applications: clothing and roll covers. We market our products through industry-recognized brands, known worldwide for quality,
reliability and advanced technology. These brands include:

Brand
Product Category
Geographic Region
Huyck Wangner
Clothing
Worldwide other than North America
Weavexx
Clothing
North America
Value Paper Net
Clothing
Southeast Asia
Stowe Woodward
Roll Covers & Spreader Rolls
Worldwide
Mount Hope
Spreader Rolls
Worldwide
Robec
Spreader Rolls
Europe
Xibe
Roll Covers
China
The primary driver of demand for our products is the volume of global paper production. Our products are installed on
paper-making machines and play key roles in the process by which raw materials are converted into finished paper. Our products
are used in the production of all major paper types and grades. A fundamental characteristic of our products is that they are
consumable in nature and wear down over time in the paper production process, requiring regular replacement and positioning us
to make recurring sales to our customers. We have an extensive global footprint of 31 manufacturing facilities in 14 countries,
strategically located in the major paper-producing regions of North America, Europe, South America and Asia-Pacific in order to
efficiently serve our customers on expedited time frames. We market our products, primarily using our direct sales force, to the
paper industry's leading producers. We believe that our brands are well known and respected in the industry positioning us to be
a valued long-term supplier to many of our customers. As of September 30, 2011, we had approximately 3,400 employees
worldwide and for the twelve months ended September 30, 2011, we generated net sales of $586.4 million.
We believe that we are a market leader with the number one or number two position in many of the markets we serve. We
employ our broad portfolio of patented and proprietary product and manufacturing technologies, as well as our extensive industry
experience, to provide our customers with tailored solutions designed to optimize the performance of their equipment and reduce
the costs of their operations. Our products also have a significant effect on paper quality and paper-making machine efficiency,
adding value to the overall paper-making process. Our products and technologies are the result of substantial continuous
investment in research and development and highly sophisticated manufacturing processes.
Our clothing products are highly engineered synthetic textile belts that transport paper as it is processed on a paper-making
machine. Clothing plays a significant role in the forming, pressing and drying stages of paper production. Our clothing segment
represented 66% of sales for the trailing twelve month period.
Roll cover products cover the rolls on a paper-making machine, which are the large steel cylinders over which clothing is
mounted and between which the paper travels as it is processed. Our roll covers provide a

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surface with the mechanical properties necessary to process the paper sheet in a cost-effective manner that delivers the sheet
qualities desired by the paper producer. Our roll cover segment represented 34% of our sales for the trailing twelve month
period.
Our products are in constant contact with the paper stock during the manufacturing process through which the stock is
processed into finished paper. As a result, our products have a significant effect on paper quality and the ability of a paper
producer to differentiate its products, two factors which are increasingly important to paper producers. In addition, while clothing
and roll covers represent only approximately 3%, on average, of a paper producer's production costs, they can help a paper
producer improve productivity and reduce overall costs. We have found that, in certain cases, our products and services provide
paper producers with cost savings that substantially offset the costs of our products and services, which we believe alleviates
pricing pressure as the benefits of installing our products greatly outweighs product costs.
We currently estimate that there are approximately 6,300 paper-making machines in our target markets worldwide, all of
which require a regular supply of clothing and roll covers. Clothing and roll covers must be replaced regularly to sustain high
quality paper output and efficient operations of paper-making machines. Roll covers also require regular refurbishment, a service
that we provide to our customers. Paper producers must typically replace clothing multiple times per year, replace roll covers
every two-to-five years and refurbish roll covers several times between each replacement.
We sell our products to a global customer base consisting of leading regional and international pulp and paper producers
including International Paper, Smurfit Kappa Group and UPM. We have both a geographically diverse customer base and
diversity across paper grades. Our top ten customers accounted for approximately 23% of 2010 net sales, with no single customer
accounting for more than 5% of 2010 net sales. We have long-term customer relationships, which typically provide us with
consistent year-over-year demand and strong revenue visibility.
Industry Trends and Outlook
Historically, demand for our products has been driven primarily by the volume of paper produced on a worldwide basis. We
expect the growth of global paper production from 2011 to 2014 to be between 3% and 4% per annum. Generally, and over time,
we expect growth in paper production to be greater in Asia-Pacific, South America and Eastern Europe than in the more mature
North American and Western European regions. Between 2008, especially the latter part of the year, and 2009, the global paper
industry experienced a sharp reduction in production levels, caused by the general slowdown in economic activity and related
paper consumption during the same period. In 2010, however, global paper and board production began to recover, with growth
estimated to have rebounded 5.7% in 2010, following a general recovery in global economic conditions. This growth was most
prevalent in developing countries. We believe that our increase in net sales volume in the first three quarters of 2011 as compared
with the first three quarters of 2010 reflects this recovery, as well as the success of our new products.
The profitability of paper producers has historically been cyclical based on the price of paper, driven to a high degree by the
periods when paper producers have more aggregate capacity than the market requires. A sustained downturn in the paper industry,
either globally or in a particular region, can cause paper manufacturers to reduce production or cease operations. Since 2000,
paper producers have taken actions that seek to structurally improve the balance between the geographical supply of and demand
for paper. As part of these efforts, they have permanently shut down many paper-making machines or entire manufacturing
facilities. Some papermakers continue to experience low levels of profitability, and we believe that the industry will see further
consolidation among papermakers. The reduction in the number of paper producers and shutdowns of paper-making machines and
facilities has been occurring largely in Europe and North America, while producers moved operations to lower-cost regions such
as Asia and South America, leading to a better balance between supply of and demand

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for paper. Over a number of years, consumption growth of paper, particularly in South America and Asia-Pacific, is expected to
drive an increase in the global production rates.
Global paper production growth that does occur would be moderated by the level of industry consolidation and paper-
machine shutdown activity that is a continuing underlying trend in North America and Europe. We also believe that, in addition to
industry consolidation and paper machine shutdown activity in North America and Europe, the trend towards new paper machine
designs which have fewer rolls and employ extended-life roll cover products has and may continue to impact demand for our
products as well as their volume potential. However, we feel that volume declines would be at least partially offset by our
introduction of new products with the extended-life qualities that our customers desire and increasing market share of our
proprietary products such as SmartRollTM. Additionally, we are seeing a trend that paper producers are placing an increasing
emphasis on maintenance cost reduction and, as a result, are extending the life of roll covers through additional maintenance
cycles before replacing them.
Though there appears to be a sustained, but slow economic rebound from the 2008 and 2009 lows, we believe that the paper
industry will experience increased emphasis on cost reduction, continued paper-machine shutdown activity, and reduced
availability of credit than would have been the case in the absence of the economic downturn.
Products
We operate through two principal business segments, clothing and roll covers. Our clothing segment products include
various types of industrial textiles used on paper-making machines and other industrial applications. Through our roll covers
segment, we manufacture various types of roll covers, refurbish previously installed roll covers, provide mechanical services for
the internal mechanisms of rolls used on paper-making machines and manufacture spreader rolls.
Clothing Products
We manufacture the three general types of clothing products used on paper-making machines--forming fabrics, press felts
and dryer fabrics--each of which is located in a different section of a machine.
Forming Fabrics. Forming fabrics are used at the beginning of paper-making machines, where highly diluted paper stock is
deposited on the forming fabric while the fabric is traveling at a very high speed.
Press Felts. Press felts are used to carry the paper sheet through a series of press rolls that mechanically press water from
the sheet under high pressure.
Dryer Fabrics. Dryer fabrics are used to transport the paper sheet through the drying section of paper-making machines,
where high temperatures from large, steam-heated dryer cylinders evaporate the remaining moisture from the paper sheet.
Industrials and Other. We also manufacture other types of clothing used in other industrial applications, such as steel,
plastics, leather and textiles manufacturing. We also manufacture auto-joining equipment used on paper-making machines.
New Clothing Products. In recent years, we have focused our research and development efforts on higher-value-added,
technologically advanced products, such as forming fabrics and press felts, which offer paper producers the greatest potential for
differentiating their products through quality improvements while also increasing their operating efficiency. Our research and
development efforts have resulted in several innovative new forming fabric and press felt products, including a number of high
performance products, such as triple layer

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forming fabrics, for use on high performance paper-making machines. In addition, we have developed new clothing products
aimed at segments of the paper-making process that we have not historically served, such as the growing market for shoe press
belts and other clothing products designed for use in the technologically-advanced press section of a paper-making machine.
Roll Covers Products and Services
In our roll covers segment, the majority of our sales are generated through the manufacture of roll covers. We also refurbish
previously installed roll covers, provide general mechanical maintenance and repair services for the internal mechanisms of rolls
and manufacture spreader rolls.
Roll Covers. We manufacture, refurbish and replace covers for three kinds of rolls on paper-making machines: working rolls
(including vacuum rolls and press rolls), calendar rolls and coater rolls. Roll cover replacement is performed at the
manufacturing facility of the supplier, such as Xerium, which necessitates removing the roll from the paper-making machine,
transporting it to the supplier's site and using a spare in the interim.
Roll Cover Refurbishment Services and Mechanical Services. Our roll cover refurbishment services typically include the
regrinding of the roll cover to standard specifications and inspecting the bearings and other mechanical components of the roll.
We also offer a wide range of mechanical maintenance and repair services for the internal mechanisms of rolls.
Spreader Rolls. We manufacture and repair spreader rolls, which are small-diameter curved rolls used throughout a paper-
making machine to stretch, smooth and remove wrinkles from the paper and clothing.
New Roll Products. We have introduced a number of innovations to our roll cover and spreader roll products in recent
years, including shoe press belts that utilize our expertise in polyurethane material and manufacturing technologies, composite
calendar roll covers that use nanoparticle technology to improve roll cover durability and paper gloss, as well as covers that use
an improved polyurethane to increase abrasion and moisture resistance as well as responsiveness and stability. We are evaluating
new products, which will use different materials and utilize different sales channels and provide enhancements to our existing
product line. In late 2008, we introduced SmartRollTM, the first continuous pressure sensing paper machine roll. SmartRollTM
enables the paper maker to maximize performance by qualitatively measuring the operating pressures of the paper machine while
the machine is running. As of September of 2011, customers have ordered 160 SmartRollTM units, confirming market acceptance.
Key Strengths
We believe that the following competitive strengths support our leadership position in our key markets and our strong
financial performance:
Global Market Leader with Well Known Brands. We believe that we are the leading global manufacturer and supplier of
roll covers and are among the top three global manufacturers of clothing. We believe that we hold number one or number two
market positions in many of the markets we serve.
Technologically Advanced Product Offerings with a Strong Pipeline of Next Generation Products. We have a reputation
for technological innovation in the paper-making industry and a pipeline of patented and proprietary products and product
enhancements under development. Our ongoing focus on research and development results in continuous product improvements
and new product innovation, which we believe will further enhance our ability to gain market share.

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