KSTA buys $54.2 million of Stanadyne's 10¼% notes in tender

New York, Aug. 6 - KSTA Acquisition LLC said it bought all $54.2 million of Stanadyne Corp.'s (B3/B) 10¼% senior subordinated notes due 2007 that were validly tendered by the expiration of the consent solicitation.

KSTA previously said on July 30 it has received the required noteholder tenders for approval of proposed amendments to the indenture for Stanadyne's 10¼% notes.

As of the now-expired consent deadline of 5 p.m. ET on July 29, holders of a majority of the principal amount of the notes had tendered them and had delivered the related indenture consents, satisfying the offer's consent condition.

The underlying tender offer meantime continues and is scheduled to expire at 5 p.m. ET on Aug. 16, subject to possible extension.

As previously announced, KSTA Acquisition, an affiliate of Mt. Kisco, N.Y.-based investment company Kohlberg & Co. LLC, said on July 20 that it had begun a cash tender offer and consent solicitation for all of the $66 million remaining outstanding principal amount of the 10¼% notes (out of the $100 million originally issued in December 1997), as part of its previously announced plan to acquire Stanadyne, a Windsor, Conn.-based automotive components manufacturer.

It set a now-passed consent deadline of 5 p.m. ET on July 29 and said that the tender offer would expire at 5 p.m. ET on Aug. 16, subject to possible extension.

The company said that holders tendering their notes would be required to consent to the proposed amendments to the indenture, aimed at eliminating substantially all of the affirmative and restrictive covenants, certain repurchase rights and certain events of default and related provisions.

It said that total consideration for holders tendering their notes and delivering valid consents by the consent deadline would be $1,037.92 per $1,000 principal amount of notes tendered and accepted for purchase, plus accrued interest.

Holders tendering after the consent deadline but before the offer expiration would receive $1,034.17 per $1,000 principal amount plus accrued interest.

KSTA said it planned to finance the tender offer and consent solicitation with part of the debt and equity financing arranged in connection with the proposed Stanadyne acquisition. The financing would consist of $160 million of guaranteed senior subordinated notes due 2014, a $35 million asset-based guaranteed senior secured revolver due 2009, and a $65 million guaranteed senior secured term loan due 2010.

Completion of the acquisition is one of the conditions that must be met for the successful completion of the tender offer.

Goldman, Sachs & Co. is dealer manager and solicitation agent (call Credit Liability Management Group at 877 686-5059 or collect 212 357-3019). D.F. King & Co. is information agent (call 800 431-9645 or 212 269-5550).

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