Rayovac extends tender offer for United Industries' 9 7/8% notes

By Paul Deckelman

New York, Feb. 1 - Rayovac Corp. said it has extended its tender offer for United Industries Corp.'s 9 7/8% series D senior subordinated notes due 2009 to 9 a.m. ET on Feb. 7, subject to possible further extension, from the originally announced Feb. 2 expiration date.

The company said that as of 5 p.m. ET on Feb. 1, it had received tenders from holders of $218.9 million of the notes, or about 94.4% of the outstanding notes, up slightly from the participation level ($218.7 million/94.3%) announced after the expiration of the Jan. 19 consent deadline.

Rayovac noted that its obligation to accept the notes for payment is contingent, among other things, on the closing of its previously announced acquisition of United Industries and that the tender offer expiration date was extended to coincide with the anticipated closing of the United Industries acquisition.

As previously announced, Rayovac, an Atlanta-based battery, shaving and grooming, and lighting company, said on Jan. 5 that it had begun a cash tender offer for United Industries' $231.9 million outstanding principal amount of 9 7/8% notes and said it was also soliciting consents from the noteholders to amend the notes' indenture to eliminate substantially all the covenants and certain events of default. It said that the tender offer was being mounted in conjunction with Rayovac's acquisition of United Industries and that funding would come from an offering of senior subordinated notes and a new senior secured credit facility.

The company set a consent deadline of 5 p.m. ET on Jan. 19 and originally said that the offer would expire at midnight ET on Feb. 2, although the expiration has since been extended.

It said that holders tendering their notes by the consent deadline would receive total consideration of $1,053.13 per $1,000 principal amount of notes tendered, including a $30 per $1,000 consent payment.

Holders tendering after the consent deadline but before the expiration would receive $1,023.13 per $1,000 principal amount.

Rayovac further said that after the completion of the acquisition it intends to redeem any notes not tendered.

On Jan. 20, Rayovac said that it had received tenders representing $218.7 million principal amount of the notes, or 94.3% of the outstanding amount, by the consent deadline, which expired as scheduled at 5 p.m. ET on Jan. 19, without extension. The company said the tenders represented the required amount of related consents to adopt the proposed indenture amendments, since adoption of the amendments required the consent of holders of at least a majority of the outstanding principal amount of notes. It noted, however, that the amendments would not become operative until Rayovac accepts the notes for purchase under the terms of the tender offer.

On Jan. 21, Rayovac was heard by high-yield syndicate sources to have sold an upsized $700 million offering of new 7 3/8% senior subordinated notes due 2015, the proceeds of which will be used to fund the tender offer.

D.F. King & Co. Inc. is the information agent (800 290-6427 or call collect 212 269-5550). Banc of America Securities LLC is the dealer manager and solicitation agent (888 292-0070 or call collect 704 388-9217).

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