Apogent offer expires with $318 million 8% notes tendered

New York, Oct. 16- Apogent Technologies Inc. (Ba2/BB+) said its previously announced tender offer for its 8% senior notes due 2011 expired as scheduled at 5 p.m. ET on Oct. 15, without extension. All notes which were validly tendered and not properly withdrawn pursuant to the tender offer have been accepted for payment by Apogent.

The company said that as of the expiration deadline, it had received tenders of a total of $317.955 million principal amount of the notes, or about 97.8% of outstanding amount. Of the tendered notes, $316.955 million were tendered by the now-expired consent deadline on Sept. 25, and Apogent purchased those notes on Sept. 29. Apogent currently expects to make payment for those notes which were tendered after the consent deadline and not subsequently withdrawn promptly after the expiration.

As previously announced, Apogent , a Portsmouth, N.H.-based manufacturer of clinical diagnostic and life science research products, said on Sept. 16 that it had begun a cash tender offer and consent solicitation for all of its $325 million principal amount of 8% notes.

Apogent set a now-expired pricing deadline of 2 p.m. ET on Sept. 25 and a now-expired consent deadline of 5 p.m. ET on Sept. 25, and said the offer would expire at 5 p.m. ET on Oct. 15, with all deadlines subject to possible extension.

The company said it would determine the consideration it would offer tendering noteholders using a formula based upon a 100-basis point fixed spread over the bid-side yield to maturity at the pricing deadline of the reference security - the 4¼% U.S. Treasury Note due Aug. 15, 2013. On Sept. 25, Apogent announced that it had set the pricing for the tender offer, with total consideration of $1,177.75 per $1,000 principal amount of notes tendered by the consent deadline and accepted for purchase by the company, which includes a $30 per $1,000 principal amount consent fee. It said that tender offer consideration to be paid for notes tendered after the consent deadline but before the expiration would be $1,147.75 per $1,000. All holders will also receive accrued and unpaid interest up to their respective date of payment.

Apogent said that in conjunction with the tender offer, it was soliciting consents from the noteholders to eliminate certain restrictive covenants and events of default under the indenture, and said that any holder tendering notes under the terms of the tender offer would have to also deliver a consent to the proposed amendments to the indenture.

Apogent said on Sept. 25 that it had it has received the requisite consents to the proposed indenture changes, receiving tenders of notes and deliveries of related consents from holders of approximately 97.5% of the $325 million aggregate principal amount of notes outstanding by the consent deadline, which expired as scheduled at 5 p.m. ET on Sept. 25, without extension. It said that a supplemental indenture incorporating the changes has been executed by the company and the notes' trustee, but this would not become operative until after notes were accepted for purchase and payment was made under the terms of the tender offer.

The company said that holders validly tendering their notes by the consent deadline and thereby delivering their consents would be paid the total consideration for all notes accepted for purchase on the early settlement date, which Apogent said would be the date on or promptly after it first accepted tendered notes for purchase after the consent deadline.

Holders validly tendering their notes after the consent deadline but before the expiration would be paid the tender offer consideration for their notes accepted for purchase on the final settlement date, which is expected to be promptly after the expiration date.

Apogent said that consummation of the tender offer, and payment of the tender offer consideration and where applicable, the consent payment, would be subject to the satisfaction or waiver of various conditions, although it said the offer and the solicitation were not subject to any financing condition or minimum condition.

The company intends to fund the tender offer and related payments using borrowings under its $500 million revolving credit facility or proceeds from a new offering of securities, together with other available funds.

Apogent said that its borrowing cost under the revolving credit facility is currently LIBOR plus 1.25%, which today would be equal to approximately 2.4% per annum. To the extent that borrowings under the revolving credit facility are used as the source of funds, subject to market conditions and other factors, the company may seek to repay such borrowings with the net proceeds from a new offering of securities.

Lehman Brothers acted as the sole dealer manager for the tender offer and solicitation agent for the consent solicitation (800 438-3242 or collect at 212 528-7581. The information agent for the tender offer and consent solicitation was Georgeson Shareholder Services (call 866 295-8152; banks and brokers may also call collect at 212 440-9800). The depositary was The Bank of New York.

© 2015 Prospect News.
All content on this website is protected by copyright law in the U.S. and elsewhere. For the use of the person downloading only.
Redistribution and copying are prohibited by law without written permission in advance from Prospect News.
Redistribution or copying includes e-mailing, printing multiple copies or any other form of reproduction.