Actuant Announces Early Tender Results and Receipt of Requisite Consents for Its 6.875% Senior Notes Due 2017
April 16 2012 - 9:14AM
Business Wire
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.
Actuant (NYSE:ATU)
Historical Stock Chart
From Mar 2024 to Apr 2024
Actuant (NYSE:ATU)
Historical Stock Chart
From Apr 2023 to Apr 2024