CPI, subsidiary tender and solicit consents for floaters, 8% notes

By Angela McDaniels

Tacoma, Wash., Jan. 13 - CPI International, Inc. began a tender offer for its $12 million of floating-rate senior notes due 2015, and subsidiary Communications & Power Industries, Inc. began a tender offer for its $117 million of 8% senior subordinated notes due 2012.

The issuers are also soliciting consents for proposed amendments to the note indentures that would eliminate most of the restrictive covenants and some events of default and waive any and all defaults resulting from the proposed acquisition of CPI by Catalyst Acquisition, Inc. and the related financing arrangements. Catalyst is an affiliate of Veritas Capital Fund IV, LP.

For each series, consents are needed from the holders of a majority of the outstanding notes in order to make the amendments. Holders who tender their notes will be deemed to have consented, and holders who consent will be required to tender their notes.

Holders will receive $1,003.50 for each $1,000 principal amount of notes tendered. This includes a consent payment of $30.00 for each note tendered by 5 p.m. ET on Jan. 27, the consent date.

The company will also pay accrued interest up to but excluding the payment date.

The offer will expire at midnight ET on Feb. 10.

The consummation of the offer is subject to the completion of the proposed merger, the execution of the supplemental indentures containing the amendments and the receipt of enough financing to purchase the notes tendered in the offer or redeemed thereafter, pay for the delivered consents, repay all outstanding bank debt of Communications & Power and pay the consideration to the CPI stockholders in connection with the merger.

The dealer manager and consent solicitation agent is UBS Investment Bank (888 719-4210 or 203 719-4210). The information agent is D.F. King & Co., Inc. (800 488-8035 or, for banks and brokerage firms, 212 269-5550). Bank of New York Mellon Trust Co., NA is the tender agent and paying agent.

CPI International, based in Palo Alto, Calif., is the parent company of Communications & Power, a provider of microwave, radio frequency, power and control solutions.

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