American Piping tenders for any and all $93 million 12 7/8% notes

By Toni Weeks

San Luis Obispo, Calif., May 29 – American Piping Products, Inc. said it began a tender offer for any and all of its $93.1 million outstanding principal amount of 12 7/8% senior secured notes due 2017, according to a press release.

In connection with the tender offer, the company is soliciting consents to approve proposed amendments to the indenture governing the notes and certain security documents.

Per $1,000 principal amount of notes tendered prior to 5 p.m. ET on June 11, the consent payment deadline, the company will pay $1,064.38, which includes a consent payment of $5.00.

Holders who tender their notes after the consent payment deadline but before the offer’s expiration date, 9 a.m. ET on June 26, will not receive the $5.00 consent payment.

The company will also pay accrued interest up to but not including the settlement date, which could be as early as June 12 for holders who tender their notes before the early deadline.

However, American Piping may elect to make the payment only after the offer expires, the release said.

Tendered notes may not be withdrawn nor consents revoked after the execution and delivery of the amendments to the indenture and related security documents, which is expected to occur at or about 5 p.m. ET on June 11.

The proposed amendments to the indenture would, among other things, eliminate a significant portion of the restrictive covenants, eliminate certain events of default, release all of the collateral securing the obligations of the company and the guarantors under the notes and amend the number of days prior to a redemption.

Holders who tender their notes must consent to the proposed amendments, and holders may not deliver consents without tendering their notes.

The proposed amendments will not become operative without approval from holders representing at least 66 2/3% total principal amount of outstanding notes.

The tender offer and consent solicitation are also contingent on a financing condition.

Houlihan Lokey Capital, Inc. (attn: liability management group at 212 497-7864) is dealer manager and solicitation agent for the tender offer and consent solicitation. D.F. King & Co., Inc. (866 521-4424 or 212 269-5550) is the tender agent and information agent.

St. Louis-based American Piping distributes specialty metal products to the oil and gas, refining and petrochemical, and power-generation industries.

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