Actuant accepts $228.66 million of 6 7/8% notes, redeems convertibles

By Toni Weeks

San Diego, April 30 - Actuant Corp. completed the tender offer and consent solicitation for its 6 7/8% senior notes due 2017, accepting for purchase $228,664,000, or 91.47%, of the $250 million outstanding principal amount of notes. The offer began April 2.

According to a press release, the amount accepted is the same amount that was validly tendered and not withdrawn by the consent expiration, 5 p.m. ET on April 13. No additional notes were validly tendered between the consent expiration and midnight ET on April 27, the tender offer deadline.

The company said in the press release that it will call for redemption the remaining $21,336,000 principal amount of outstanding notes. The redemption date will be June 15.

Actuant also completed the previously announced redemption of its $117,591,000 of 2% senior subordinated convertible notes due 2023. Substantially all of the holders converted their notes into Actuant common shares prior to the expiration of the redemption period.

Noteholders had the option of converting their notes at any time before 5 p.m. ET on April 26 at a rate of 50.6554 shares of common stock per $1,000 principal amount, or $19.74 per share. Any 2% notes not converted were redeemed at par plus accrued interest on April 27.

The company previously announced that due to holders tendering at least a majority of the outstanding 6 7/8% notes and those notes being accepted for payment by Actuant, the company executed a supplemental indenture for the notes, eliminating most of the covenants and some default provisions.

As previously noted, the total purchase price was $1,042.16 for each $1,000 principal amount, which included a $30.00 premium for notes tendered by the consent deadline.

Holders who tendered their notes after the consent solicitation were to receive the base payment of $1,012.16 per $1,000 of notes.

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

Holders who tendered their notes were required to consent to the proposed amendments, and holders could not deliver consents to the proposed amendments without tendering their notes.

The tender offer and consent solicitation were conditioned on holders tendering at least a majority of the outstanding notes, the execution of a supplemental indenture and the issue of at least $250 million of senior notes.

Actuant priced an upsized $300 million issue of senior notes due June 15, 2022 at par to yield 5 5/8% on April 2.

Wells Fargo Securities (866 309-6316 or collect 704 715-8341), Bank of America Merrill Lynch (888 292-0070 or collect 980 387-3907) and J.P. Morgan Securities LLC (866 834-4666 or collect 212 834-3424) were the dealer managers and solicitation agents.

D.F. King & Co. (800 549-6746 or banks and brokers 212 269-5550) was the tender agent and information agent.

Actuant makes industrial products and systems and is based in Menomonee Falls, Wis.

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