Actuant Corporation (NYSE: ATU) today announced the completion of its previously announced tender offer and consent solicitation for its 6.875% Senior Notes due 2017 (the “Existing Notes”) and redemption of 2% Senior Subordinated Convertible Notes due 2023 (the “Convertible Notes”).
On April 16, 2012, Actuant accepted for purchase and payment $228,664,000 of the aggregate principal amount of the Existing Notes that were validly tendered and not withdrawn at or prior to 5:00 p.m., New York City time, on April 13, 2012. No additional Existing Notes were validly tendered after 5:00 p.m., New York City time, on April 13, 2012, and prior to the expiration of the tender offer and consent solicitation at 12:00 midnight, New York City time, on April 27, 2012. The Existing Notes tendered represent 91.47% of the aggregate principal amount of the Existing Notes outstanding prior to the launch of the tender offer and consent solicitation.
Actuant also announced today that it intends to irrevocably call for redemption on June 15, 2012, the $21,336,000 principal amount of the Existing Notes that remain outstanding, and intends to deposit with the trustee under the indenture governing the Existing Notes an amount of funds sufficient to redeem such Existing Notes on the redemption date, including all accrued and unpaid interest to the date of redemption. The notice of redemption will be mailed to the holders of the Existing Notes on or after May 15, 2012.
In addition, Actuant has completed the previously announced redemption of the Convertible Notes with substantially all of the holders converting the Convertible Notes into Actuant common shares prior to the expiration of the redemption period.
Wells Fargo Securities, BofA Merrill Lynch and J. P. Morgan acted as Dealer Managers and Solicitation Agents for the tender offer and consent solicitation, and D.F. King & Co. acted as tender agent and information agent.
Questions regarding the Existing Notes redemption should be directed to U.S. Bank National Association, the trustee under the indenture governing the Existing Notes, at U.S. Bank National Association, Corporate Trust Services, 60 Livingston Avenue, St. Paul, MN 55107, or by phone at (800) 934-6802.
This press release does not constitute a notice of redemption under the indenture governing the Existing Notes. This press release also 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 and consent solicitation were made solely pursuant to the tender offer and consent solicitation documents, including the Offer to Purchase and Consent Solicitation Statement dated April 2, 2012.
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.
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.