Denver, Colo. (PRWEB) July 05, 2012
Tomkins, LLC and Tomkins, Inc. (referred to jointly as the “Company”) today announced the early tender offer results of the previously announced tender offer (the “Tender Offer”) for up to $475 million aggregate principal amount of the Company’s 9% Senior Secured Second Lien Notes Due 2018 (the “Notes”) and consent solicitation (the “Consent Solicitation”) to amend certain terms of the Notes and the indenture governing the Notes (“Indenture”) to allow the Company to increase its capacity to make restricted payments under the Indenture.
As of the early tender and consent payment deadline of 5:00 p.m., New York City time, on July 5, 2012 (the “Early Tender/Consent Deadline”), holders of $869,867,000 in aggregate principal amount, or approximately 84.05 percent, of the Notes outstanding held by non-affiliates have validly tendered and not withdrawn their Notes. Holders of an additional $39,147,000 in aggregate principal amount, or approximately 3.78 percent, of the Notes outstanding held by non-affiliates, have not tendered Notes, but have validly delivered and not revoked consents with respect to their Notes.
As the Tender Offer is oversubscribed, the Company intends to accept for purchase Notes validly tendered at or prior to the expiration date and time of 12:00 midnight, New York City time, on July 19, 2012 (such date and time, the “Expiration Time”) on a prorated basis in the manner described in the Offer to Purchase and Consent Solicitation Statement (the “Statement”) and subject to the terms and conditions set forth in the Statement. The previously announced withdrawal deadline of 5:00 p.m., New York City time, on July 3, 2012 has passed. Holders who tender Notes after the Early Tender/Consent Deadline but before the Expiration Time will not have any withdrawal rights and will only be eligible to receive the tender offer consideration set forth in the Statement with respect to any of their Notes accepted for purchase by the Company.
As of the Early Tender/Consent Deadline, holders of more than a majority of the aggregate principal amount of the Notes have validly delivered and not revoked consents to adopt the proposed amendments to the Indenture pursuant to which the Notes were issued. As a result, the Company and the trustee under the Indenture intend to promptly execute a supplemental indenture to amend the Indenture governing the Notes, which will increase the Company’s capacity to make restricted payments under the Indenture.
The complete terms and conditions of the Tender Offer and Consent Solicitation are described in the Statement and related Letter of Transmittal and Consent, copies of which may be obtained by contacting Global Bondholder Services Corporation, which is acting as the depositary and information agent for the Tender Offer and Consent Solicitation, at (866) 470-3800 (toll-free). Citigroup and BofA Merrill Lynch are acting as dealer managers for the Tender Offer and as solicitation agents for the Consent Solicitation. For additional information regarding the terms of the Tender Offer and Consent Solicitation, please contact: Citigroup at (800) 558-3745 (toll-free) or (212) 723-6106 (collect) or BofA Merrill Lynch at (888) 292-0070 (toll-free) or (980) 387-3907 (collect).
This press release is for informational purposes only and is neither an offer to purchase, a solicitation of an offer to purchase nor a solicitation of consent with respect to the notes or any other securities. The tender offer and the consent solicitation are being made solely pursuant to the statement and related letter of transmittal and consent, which set forth the complete terms of the tender offer and consent solicitation which holders of the notes should carefully read prior to making any decision.
The tender offer and the consent solicitation are not being made to holders of notes in any jurisdiction in which the making of or acceptance of the tender offer or the consent solicitation would not be in compliance with the laws of such jurisdiction. The company expressly reserves the right, subject to applicable law, to terminate the tender offer and the consent solicitation. This press release does not constitute a notice of redemption or an obligation to issue a notice of redemption in respect of the notes.
This press release contains forward-looking statements as defined in the Private Securities Litigation Reform Act of 1995. Forward-looking statements are information of a non-historical nature or which relate to future events and are subject to risks and uncertainties. In many cases, you can identify forward-looking statements by terminology such as “may,” “will,” “should,” “expects,” “plans,” “anticipates,” “believes,” “estimates,” “predicts,” “potential,” or “continue,” or the negative of these terms and other comparable terminology. These statements are only predictions. Actual results could differ materially from those anticipated in these forward-looking statements as a result of a number of factors. The forward-looking statements made in this press release relate only to events as of the date of this release. We undertake no ongoing obligation to update these statements.