Tomkins companies get tenders for $869.87 million of 9% notes so far

By Angela McDaniels

Tacoma, Wash., July 5 - Tomkins, LLC and Tomkins, Inc.'s tender offer for up to $475 million of their $1,035,000,000 of outstanding 9% senior secured second-lien notes due 2018 was oversubscribed as of 5 p.m. ET on July 5, the early tender/consent deadline.

The tender offer and a consent solicitation for the notes began June 21 and will expire at midnight ET on July 19. Holders may choose to participate in both the tender offer and consent solicitation or solely in the consent solicitation.

As of the early tender/consent deadline, the holders of $869,867,000 principal amount, or 84.05% of the notes outstanding held by non-affiliates, had tendered their notes and delivered consents. The holders of an additional $39,147,000 principal amount, or 3.78% of the notes outstanding held by non-affiliates, had delivered consents but not tendered their notes.

Because the offer is oversubscribed, the companies plan to accept notes for purchase on a prorated basis, according to a Tomkins news release.

The consents received so far are enough to amend the indenture governing the notes. The companies plan to execute a supplemental indenture that will, among other things, increase Tomkins' capacity to make restricted payments under the note indenture.

Holders who tendered their notes and delivered their consents by the consent deadline will receive the total consideration of $1,120, which includes a $25 early tender payment and a $5 consent payment, per $1,000 principal amount of notes.

Holders who tender their notes and deliver their consents after the early deadline but prior to the expiration of the offer will receive $1,090 for each $1,000 of notes.

Holders will also receive accrued interest up to but excluding the payment date, which will occur on or promptly following the expiration date of the offer.

Holders who just deliver their consents will be eligible to receive the $5 consent payment.

Holders must tender a minimum of $2,000 of notes.

The Tomkins companies said they are pursuing the tender offer and consent solicitation in order to decrease debt by up to $475 million and to provide flexibility to make distributions to indirect shareholders either through cash generated from the disposition of non-core businesses or other sources or by other non-cash distributions.

Citigroup Global Markets Inc. (800 558-3745 or 212 723-6106) and Bank of America Merrill Lynch (888 292-0070 or 980 387-3907) are the dealer managers and solicitation agents. Global Bondholder Services Corp. (banks and brokers call 212 430-3774, all others call 866 470-3800) is the information agent.

Tomkins is an engineering group based in London. It is a subsidiary of Pinafore Holdings BV, an Amsterdam-based engineering and manufacturing group.

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