Rayovac closes Remington acquisition, calls any remaining Remington 11% notes

New York, Sept. 30 - Rayovac Corp. (B2/BB-) announced the completion of its previously announced acquisition of Remington Products Co., LLC (Caa2/CCC) and also announced that it had closed its sale of $350 million of 8½% senior subordinated notes due 2013.

Completion of the Remington acquisition and the sale of the new notes had been conditions for the completion of Rayovac's previously announced tender offer for all of Remington's outstanding 11% series B and series D senior subordinated notes due 2006 and the related consent solicitation.

Rayovac further said that it is calling for redemption any of the Remington 11% notes which have not been tendered by the close of Rayovac's outstanding offer to purchase the notes (the tender offer is scheduled to expire on Oct. 9).

As previously announced, Rayovac, a Madison, Wis.-based maker of batteries and lighting devices, said on Sept. 11 that it had begun a cash tender offer for all $180 million principal amount of the series B and D 11% notes issued by Bridgeport, Conn.-based Remington, a maker of electric razors and other personal care and grooming products, and was also seeking noteholder consents to proposed indenture changes.

It set a now-expired consent deadline of 5 p.m. ET on Sept. 24 and said the offer would expire at 5 p.m. ET on Oct. 9, subject to possible extension.

Holders tendering their notes and delivering consents by the consent deadline would receive $1,020.83 per $1,000 principal amount, including a consent payment of $2.50 per $1,000 principal amount.

Holders tendering after the consent deadline but before the expiration would receive $1,018.33 per $1,000 principal amount.

Rayovac said that after completing its acquisition of Remington, it would promptly redeem any Remington notes not tendered in the offer

On Sept. 25, Rayovac said that it had received sufficient consents to the proposed indenture changes from the Remington 11% noteholders, with the consent deadline expiring as scheduled at 5 p.m. ET on Sept. 24, without extension. It said that up to that point, holders had tendered $9.466 million aggregate principal amount of Remington's 11% series B notes (63% of the amount outstanding) and $113.894 million of Remington's 11% series D notes (69% of the amount outstanding).

The company said that although it expected that the supplemental indentures incorporating the amendments would be executed that day, the effectiveness of the amendments would be conditioned, among other things, on the closing of Rayovac's acquisition of Remington Products, which it said was expected to occur on September 30.

Rayovac said the tender offer would be contingent on, among other things, the now-fulfilled condition of receipt of the necessary consents to approve the amendments, the closing of the acquisition of Remington by Rayovac, the closing of the new offering of senior subordinated notes separately announced on Sept. 11 by Rayovac, and the amendments to Rayovac's senior credit facilities.

The dealer manager and solicitation agent is Banc of America Securities LLC (888 292-0070 or collect 704 388-4807) and the information agent is D.F. King & Co., Inc. (800 269-6427 or collect 212- 269- 5550).

© 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.