Actuant (NYSE:ATU)
Historical Stock Chart
2 Years : From Jun 2011 to Jun 2013
Actuant Corporation (NYSE: ATU) announced today that it had received, as
of 5:00 p.m., New York City time, on April 13, 2012 (the “Consent
Expiration”), tenders and consents from holders of approximately 91.5%
of the aggregate principal amount of its outstanding 6.875% Senior Notes
due 2017 (the “Existing Notes”), in connection with its previously
announced tender offer and consent solicitation for the Existing Notes,
which commenced on April 2, 2012 and is described in the Offer to
Purchase and Consent Solicitation Statement dated April 2, 2012 (the
“Offer to Purchase”).
Actuant intends to execute later today a supplemental indenture (the
“Supplemental Indenture”) with respect to the indenture governing the
Existing Notes, which will eliminate most of the covenants and certain
default provisions applicable to the Existing Notes. The Supplemental
Indenture will not become operative until a majority in aggregate
principal amount of the Existing Notes has been purchased by Actuant
pursuant to the terms of the tender offer and the consent solicitation,
which is expected to occur today.
Actuant’s obligation to accept for purchase, and to pay for, any
Existing Notes pursuant to the tender offer is subject to a number of
conditions that are set forth in the Offer to Purchase, including the
closing today of Actuant’s offering of 5.625% senior notes due 2022.
Subject to the satisfaction or waiver of these conditions, all holders
who validly tendered (and did not validly withdraw) their Existing Notes
prior to the Consent Expiration will receive total consideration equal
to $1,042.16 per $1,000 principal amount of the Existing Notes, which
includes a consent payment of $30.00 per $1,000 principal amount of the
Existing Notes, plus accrued and unpaid interest on the Existing Notes
up to, but not including, the payment date for the Existing Notes.
Holders who tender (and do not validly withdraw) their Existing Notes
after the Consent Expiration and prior to the expiration of the tender
offer will be entitled to receive consideration equal to $1,012.16 per
$1,000 principal amount of the Existing Notes, plus any accrued and
unpaid interest on the Existing Notes up to, but not including, the
payment date for such Existing Notes accepted for purchase. Holders of
Existing Notes tendered after the Consent Expiration will not receive a
consent payment. The tender offer will expire at 12:00 midnight, New
York City Time, on April 27, 2012, unless extended by Actuant in its
sole discretion.
Any Existing Notes not tendered and purchased pursuant to the tender
offer will remain outstanding and the holders will be subject to the
terms of the Supplemental Indenture even though they did not consent to
the amendments.
Wells Fargo Securities, BofA Merrill Lynch and J. P. Morgan are acting
as Dealer Managers and Solicitation Agents for the tender offer and
consent solicitation. Questions regarding the tender offer and consent
solicitation may be directed to Wells Fargo Securities, Liability
Management Group, at (866) 309-6316 (toll free) or (704) 715-8341
(collect); BofA Merrill Lynch, Liability Management, at (888) 292-0070
(toll-free) or (980) 387-3907 (collect); or J.P. Morgan, Liability
Management Group, at (866) 834-4666 (toll-free) or (212) 834-3424
(collect). Requests for copies of the Offer to Purchase and Consent
Solicitation Statement or other tender offer materials may be directed
to D.F. King & Co., at (800) 549-6746 (toll free) or (212) 269-5550 (for
banks and brokers).
This press release does not constitute an offer to purchase the Existing
Notes or any other securities or a solicitation of consents to amend the
indenture. The tender offer is made solely pursuant to the Offer to
Purchase. The tender offer is not being made to holders of Existing
Notes in any jurisdiction in which the making or acceptance thereof
would not be in compliance with the securities, blue sky or other laws
of such jurisdiction.
About Actuant Corporation
Actuant Corporation is a diversified industrial company with operations
in more than 30 countries. The Actuant businesses are leaders in a broad
array of niche markets including branded hydraulic and electrical tools
and supplies; specialized products and services for energy markets and
highly engineered position and motion control systems. The Company was
founded in 1910 and is headquartered in Menomonee Falls, Wisconsin.
Actuant trades on the NYSE under the symbol ATU. For further information
on Actuant and its businesses, visit the Company's website at www.actuant.com.
Safe Harbor
Certain of the above comments represent forward-looking statements made
pursuant to the provisions of the Private Securities Litigation Reform
Act of 1995. Management cautions that these statements are based on
current estimates of future performance and are highly dependent upon a
variety of factors, which could cause actual results to differ from
these estimates. Actuant’s results are also subject to general economic
conditions, variation in demand from customers, the impact of
geopolitical activity on the economy, continued market acceptance of the
Company’s new product introductions, the successful integration of
acquisitions, restructuring, operating margin risk due to competitive
pricing and operating efficiencies, supply chain risk, material and
labor cost increases, foreign currency fluctuations and interest rate
risk. See the Company’s Form 10-K filed with the Securities and Exchange
Commission for further information regarding risk factors. Actuant
disclaims any obligation to publicly update or revise any
forward-looking statements as a result of new information, future events
or any other reason.
