C&D Technologies completes exchange offer for 5.25%, 5.5% convertibles

By Jennifer Chiou

New York, Dec. 27 - C&D Technologies, Inc. obtained tenders for 98.91% of its 5.25% convertible senior notes due 2025 and 96.65% of its 5.5% convertible senior notes due 2026 in the exchange offer that wrapped at 11:59 p.m. ET on Dec. 20, according to an 8-K filing with the Securities and Exchange Commission.

The offer had been extended from Dec. 13.

For each $1,000 principal amount of notes tendered in the exchange offer, noteholders received 3,962.18 shares of common stock for the 5.25% notes and 3,959.91 shares of common stock for the 5.5% notes.

On Dec. 3, the company announced that it had received tenders from holders of 95.56% of the convertibles, thus meeting the 95% minimum tender condition.

If all of the convertibles had been exchanged, noteholders would have received their share of 95% of the company's common stock immediately following the completion of the exchange offer and existing common stockholders would have kept 5% of the stock.

The company pursued the exchange offer as an out-of-court way to restructure its debt and to address imminent debt-repayment obligations and liquidity issues. All necessary approvals for the restructuring have been received.

C&D had said that if the exchange offer was unsuccessful, it would not be able to repay its current debt from cash on hand or other assets. It also solicited approval of a pre-packaged plan of reorganization as an alternative to the exchange offer.

The completion of the exchange offer was also subject to the receipt of stockholder approval and an amendment to C&D's certificate of incorporation to increase the number of shares of common stock.

Macquarie Capital (USA) Inc. was the dealer manager for the exchange offer and the financial adviser to the company for the restructuring.

Epiq Bankruptcy Solutions, LLC (646 282-2400 or 866 734-9393) was the exchange agent and information agent for the exchange offer and the tabulation agent for the solicitation of the bankruptcy plan. MacKenzie Partners, Inc. (800 322-2885 or 212 929-5500) was the proxy solicitor.

C&D Technologies is a Blue Bell, Pa.-based engineer, manufacturer and seller of reserve power systems for regulating and monitoring power flow and providing backup power.

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