Armor Holdings prices tender for 8¼% notes

By Susanna Moon

Chicago, July 17 - Armor Holdings, Inc. said it received the required consents and determined the payout on its cash tender offer for all of its $150 million of 8¼% senior subordinated notes due 2013.

The company will pay $1,066.53 for each $1,000 principal amount tendered by the consent deadline of 5 p.m. ET on July 16. The offer ends at midnight ET on July 30, and the payment date is July 31.

The total consideration was determined as of 2 p.m. ET on July 16 and is equal to the sum of the present value on the payment date of $1,041.25 per $1,000 principal amount of the notes on the first call date of Aug. 15, 2008 plus interest that would accrue from Feb. 15, the most recent interest payment date, until the first call date, in each case, discounted using the bid-side yield on the 4 1/8% U.S. Treasury note of 4.983% plus a fixed spread of 50 basis points. Accrued interest from Feb. 15 to the payment date is then subtracted.

The company also will pay $20.00 per $1,000 principal amount of notes tendered by the consent deadline.

As of the consent deadline, Armor received tenders and consents from holders of 99.83% of the principal amount of the outstanding notes.

Having obtained the required consents, Armor will execute and deliver a supplemental indenture that will eliminate restrictive covenants and certain event-of-default provisions.

As previously announced, the offer is conditioned on the completion of the proposed merger of Jaguar Acquisition Sub Inc. and a wholly owned subsidiary of BAE Systems, Inc., with and into Armor as well as the receipt of tenders from holders of a majority of notes.

UBS Investment Bank is the dealer manager and solicitation agent (888 722-9555, ext. 4210 or call collect 203 719-4210). U.S. Bank NA is the depositary, and Global Bondholder Services Corp. is the information agent (866 804-2200 or call collect 212 430-3774).

Armor is a Jacksonville, Fla.-based manufacturer and distributor of security products and vehicle armor systems serving military, law enforcement, homeland security and commercial markets.

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