CPI, unit wrap tender offer for floaters, 8% notes related to merger

By Susanna Moon

Chicago, Feb. 17 - CPI International, Inc. holders tendered all of its $12 million of floating-rate senior notes due 2015, and subsidiary Communications & Power Industries, Inc. holders tendered $71,622,000 of its $117 million of 8% senior subordinated notes due 2012 as of midnight ET on Feb. 10, according to an 8-K filing with the Securities and Exchange Commission.

The payment date for the offer was Feb. 11. The offer began on Jan. 13.

The figures are unchanged as of 5 p.m. ET on Jan. 27, the consent date.

CPI said on Jan. 28 that the company and its subsidiary received more than the consents needed to amend the notes.

The issuers entered into a supplemental indenture that eliminated most of the restrictive covenants and some events of default and waived any and all defaults resulting from the 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 were needed from the holders of a majority of the outstanding notes.

Holders received $1,003.50 for each $1,000 principal amount, including a consent payment of $30.00, for notes tendered by the consent deadline.

Those who tendered after the consent date but by the offer expiration received $973.50 per $1,000 of notes.

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

The completion of the offer was 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.

CPI priced $215 million of seven-year senior notes at par to yield 8% on Feb. 3.

The company noted on Feb. 9 that it would purchase its outstanding floaters and its subsidiary's 8% notes due 2012 prior to their scheduled maturity dates.

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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