Aavid Thermal Technologies sets tender, seeks consents for 12¾% notes

By Angela McDaniels

Seattle, March 9 - Aavid Thermal Technologies Inc. began a cash tender offer for its 12¾% senior subordinated notes due 2007 and a consent solicitation to amend the indenture governing the notes, according to a company news release.

The consent solicitation will expire at 5 p.m. ET on March 21, and the tender offer will expire at 8 a.m. ET on April 5, unless either deadline is extended or terminated.

Holders of the notes have limited withdrawal rights, the company said, which are described in the offering materials.

Aavid will pay $1,025 per $1,000 principal amount of the notes plus accrued interest up to but excluding the payment date. The consideration includes a $25 consent payment for noteholders who tender and consent before the consent solicitation deadline.

Holders tendering their notes will be required to consent to the proposed amendments, which would eliminate substantially all of the restrictive covenants and reporting covenants and some events of default found in the note indenture.

According to the release, the amendments would also change the minimum notice requirement for redemption of the notes to allow the company to redeem within five days any notes that remain outstanding following the tender offer and the acquisition of the company by Ansys Inc., which will also acquire the computational fluid dynamics software business of Aavid subsidiary Fluent Inc.

Consummation of the tender offer and consent solicitation is subject to customary conditions and the consummation of the proposed acquisition. Aavid said the acquisition is not, however, conditioned upon the receipt of consents sufficient to approve the proposed amendments or the repurchase of any notes.

Bear, Stearns & Co. Inc. (877 696-2327 or 212 272-5112) is dealer manager and solicitation agent, and D.F. King & Co. Inc. (888 542-7446 or 212 269-5550) is information agent for the tender offer and consent solicitation.

Aavid is based in Concord, N.H., where it develops and markets computational fluid dynamics software and provides thermal management solutions for electronic products.

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