NORTEK HOLDINGS, INC. AND NORTEK, INC. ANNOUNCE TENDER OFFERS AND CONSENT SOLICITATIONS FOR OUTSTANDING NOTES

July 20, 2004 - Nortek Holdings, Inc. ("Nortek Holdings"), the parent company of Nortek, Inc. ("Nortek"), a leading international designer, manufacturer and marketer of high-quality brand name building products, today announced that it is offering to purchase for cash all of its outstanding 10% Senior Discount Notes due 2011 (the "Discount Notes"), and Nortek announced today that it is offering to purchase for cash all of its outstanding 9.875% Senior Subordinated Notes due 2011 (the "9.875% Notes") and Floating Rate Notes due 2010 (the "Floating Rate Notes" and, together with the Discount Notes and the 9.875% Notes, the "Notes"), in each case, on the terms and subject to the conditions set forth in the Offer to Purchase and Consent Solicitation Statement dated July 20, 2004 and the accompanying Letter of Transmittal and Consent (the "Offer Documents"). Nortek Holdings and Nortek (collectively, the "Companies") are also soliciting consents to amend or eliminate most of the restrictive covenants in the indentures under which the Notes were issued. The Companies are making the tender offers and consent solicitations in connection with the proposed acquisition (the "Acquisition") of Nortek Holdings by a corporation formed at the direction of affiliates of Thomas H. Lee Partners, L.P.

The total consideration to be paid for tendered and accepted Floating Rate Notes will be $1,031.25 per $1,000 principal amount plus accrued and unpaid interest to the settlement date, of which $20.00 will be a consent payment payable only to holders who validly tender their Floating Rate Notes and deliver consents by August 2, 2004, unless extended (the "Consent Payment Deadline").

The total consideration to be paid for tendered and accepted Discount Notes will be 115.25% of the accreted value of the Discount Notes as of the date tendered notes are paid for pursuant to the offer, of which $20.00 per $1,000 principal amount at maturity will be a consent payment payable only to holders who validly tender their Discount Notes and deliver consents by the Consent Payment Deadline.

The total consideration to be paid for tendered and accepted 9.875% Notes will be a price based on a yield to June 15, 2006 (the first date on which the 9.875% Notes may be redeemed at the option of the Company) which is 75 basis points over the yield to maturity on the 2.75% U.S. Treasury Note due June 30, 2006, plus accrued and unpaid interest to the settlement date. Of this total consideration, $20.00 per $1,000 principal amount will be a consent payment payable only to holders who validly tender the 9.875% Notes and deliver consents by the Consent Payment Deadline.

The offer by each Company will expire at 9:00 a.m., New York City time, on August 17, 2004, unless extended or earlier terminated (the "Expiration Date"). Holders who tender Notes are required to consent to the proposed amendments to the indentures. To receive the consent payment, holders must validly tender their Notes and deliver consents by the Consent Payment Deadline.

Tenders of Notes prior to the Consent Payment Deadline may be validly withdrawn and consents may be validly revoked at any time prior to 5:00 p.m., New York City time, on the Consent Payment Deadline, but not thereafter unless the tender offers and the consent solicitations are terminated without any Notes being purchased. Each Company reserves the right to terminate, withdraw or amend its offer at any time subject to applicable law.

Each tender offer is conditioned on, among other things, the receipt of valid and unrevoked consents of the holders of at least a majority of the outstanding Notes of the applicable issue of Notes and the consummation of the Acquisition. Each Company expects to pay for any of its Notes purchased pursuant to the tender offer and consent solicitation in same-day funds on a date promptly following the expiration of the tender offer and consent solicitation.

The Companies have retained UBS Securities LLC and Credit Suisse First Boston LLC to act as Dealer Managers in connection with the tender offers and consent solicitations. Questions about the tender offers may be directed to the Liability Management Group of UBS Investment Bank at (888) 722-9555 x4210 (toll free) or (203) 719-4210 (collect), or the Liability Management Group of Credit Suisse First Boston at (800) 820-1653 (toll free) or (212) 325-2547 (collect). Copies of the Offer Documents and other related documents may be obtained from MacKenzie Partners, Inc., the Information Agent for the tender offers and consent solicitations, at 212) 929-5500 (collect) or (800) 322-2885 (toll free).

The tender offers and consent solicitations are being made solely on the terms and conditions set forth in the Offer Documents. Under no circumstances shall this press release constitute an offer to buy or the solicitation of an offer to sell the Notes or any other securities of the Companies. It also is not a solicitation of consents to the proposed amendments to the indentures. No recommendation is made as to whether holders of the Notes should tender their Notes or give their consent.

In connection with the tender offers and consent solicitations, the Companies announced today that they are suspending Nortek Holdings' exchange offer with respect to its 10% Senior Discount Notes due 2011 and Nortek's exchange offer with respect its Senior Floating Rate Notes due 2010 until further notice. The Companies will not accept outstanding 10% Senior Discount Notes or Floating Rate Notes for exchange until further notice. Holders who have tendered outstanding notes in the exchange offer will be contacted by the exchange agent regarding outstanding notes previously submitted for exchange.

Nortek* is a leading international manufacturer and distributor of high-quality, competitively priced building, remodeling and indoor environmental control products for the residential and commercial markets. Nortek offers a broad array of products for improving the environments where people live and work. Its products currently include: range hoods and other spot ventilation products; heating and air conditioning systems; indoor air quality systems; and specialty electronic products.

*As used herein, the term "Nortek Holdings" refers to Nortek Holdings, Inc., together with its subsidiaries, unless the context indicates otherwise. This term is used for convenience only and is not intended as a precise description of any of the separate corporations, each of which manages its own affairs.

This press release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. These statements are based on Nortek Holdings' current plans and expectations and involve risks and uncertainties that could cause actual future activities and results of operations to be materially different from those set forth in the forward-looking statements. Important factors impacting such forward-looking statements include the availability and cost of raw materials and purchased components, the level of construction and remodeling activity, changes in general economic conditions, the rate of sales growth, and product liability claims. Nortek Holdings undertakes no obligation to update publicly any forward-looking statements, whether as a result of new information, future events, or otherwise. For further information, please refer to the reports and filings of Nortek Holdings with the Securities and Exchange Commission.

 

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