SPX solicits consents to amend $600 million 6 7/8% notes due 2017

By Susanna Moon

Chicago, Oct. 29 – SPX Corp. said it began a consent solicitation for its $600 million of outstanding 6 7/8% senior notes due 2017.

The company is soliciting consents to amend the notes to clarify the application of the indenture to the spinoff of SPX’s flow technology reportable segment, along with its hydraulic technologies business, according to a company press release.

The solicitation will run until 5 p.m. ET on Nov. 7. Holders must be of record as of 5 p.m. ET on Oct. 28.

The consent payment will be $5.00 in cash for each $1,000 principal amount.

SPX said it is seeking to amend the notes indenture to clarify that the flowco asset transfer would constitute the transfer of substantially all of SPX’s property and assets to the future flow company.

If the proposed amendment is adopted, upon completion of the flowco asset transfer and the spinoff, the notes will become the obligations of the future flow company, with guarantees provided by subsidiaries of the future flow company. Otherwise, the notes would remain as obligations of the future infrastructure company, with guarantees provided by its subsidiaries and without guarantees from the future flow company or its subsidiaries.

The flowco asset transfer and the spinoff are not conditioned on the adoption of the proposed amendment and are expected to be completed within 12 months, the company noted.

The consent solicitation is conditioned on the company obtaining consents from holders of at least a majority of the outstanding notes.

More details

Under the spinoff, SPX would transfer the flowco assets to a separate company and then distribute all shares of the future flow company to the stockholders of SPX, the company said.

Future flow company would become a separate, publicly traded company and SPX would continue as a separate, publicly traded company, holding its current thermal equipment and Services reportable segment and its power transformer, Radiodetection, Genfare and communication businesses.

The transfer of the flowco assets to the future flow company is referred to as the flowco asset transfer.

Credit Suisse Securities (USA) LLC (212 538-1862 collect or 800 820-1653) is the solicitation agent. D.F. King & Co., Inc. (212 270-1200 collect or 800 245-8812) is the information agent and tabulation agent.

SPX is a Charlotte, N.C.-based multi-industry manufacturing company.≈

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