Cleaver-Brooks Announces Results to Date of Tender Offer and Consent Solicitation for 12.25% Senior Secured Notes Due 2016
Cleaver-Brooks, Inc. ("Cleaver-Brooks") announced today that, pursuant to the terms of the previously announced tender offer and consent solicitation by Cleaver-Brooks for its outstanding 12.25% Senior Secured Notes due 2016 (the "Notes"), holders of $183,255,000 aggregate principal amount of the outstanding Notes (approximately 99.06%) have validly tendered their Notes and have validly delivered the requisite consents prior to the consent date, which was 5:00 pm, New York City time, on December 7, 2012 (the “Consent Date”). The terms of the tender offer and the consent solicitation are detailed in Cleaver-Brooks' offer to purchase and consent solicitation statement and related letter of transmittal, each dated as of November 26, 2012.
Based on the consents received, Cleaver-Brooks, the guarantors of the Notes, the trustee and the collateral agent are expected to enter into a supplemental indenture that will, once operative (i) eliminate or modify substantially all of the restrictive covenants, certain events of default and certain other provisions contained in the indenture governing the Notes, (ii) shorten the minimum redemption notice period from 30 days to three days and (iii) release the liens on the assets securing the Notes. The supplemental indenture will not become operative unless and until the Notes are accepted for purchase, which, subject to the satisfaction of the conditions set forth in the offer to purchase and consent solicitation statement, is expected to occur on December 19, 2012. Cleaver-Brooks' acceptance of the Notes tendered is conditional on, among other things, (i) the successful completion of the acquisition contemplated by the Stock Purchase Agreement dated as of November 13, 2012 under which an affiliate of investment funds managed by Harbour Group Industries, Inc. will acquire from Wellspring Capital Partners IV, L.P. and certain other security holders all of the outstanding equity interests of Cleaver-Brooks and (ii) the execution and delivery of the supplemental indenture.
Notes tendered and consents delivered pursuant to the tender offer and consent solicitation may no longer be withdrawn or revoked. Holders of Notes tendered after the Consent Date will not receive a consent payment.
The tender offer and consent solicitation will remain open for an additional 10 business days and will expire at 11:59 p.m., New York City time, on December 21, 2012, unless extended, and, subject to the satisfaction of the conditions set forth in the offer to purchase and consent solicitation statement, Cleaver-Brooks expects to accept for purchase and settle all Notes tendered after the Consent Date on December 24, 2012.
This press release does not constitute an offer to purchase any Notes or a solicitation of consents. Any offer to purchase the Notes or solicitation of consents will be made by means of an offer to purchase and consent solicitation statement and related letter of transmittal. No offer, solicitation or purchase will be made in any jurisdiction in which such an offer, solicitation or purchase would be unlawful.
Cleaver-Brooks has engaged RBC Capital Markets, LLC to act as dealer manager and solicitation agent for the Tender Offer and the Solicitation and Global Bondholder Services to act as depositary and information agent for the Tender Offer. Persons with questions regarding the Tender Offer or Solicitation should contact RBC Capital Markets, LLC at (212) 618-7822 or (877) 381-2099 (toll-free). Requests for documents may be directed to Global Bondholder Services at (866)-470-4300.
Cleaver-Brooks provides boiler room solutions to customers in a wide range of industries and end markets in over 58 countries around the world. The company's main products include firetube packaged boilers, industrial watertube boilers, modular boilers, commercial watertube packaged boilers, waste heat recovery systems, burners, boiler room accessories, and aftermarket parts associated with these products. For more information, access Cleaver-Brooks website at http://www.cleaver-brooks.com.
This press release contains forward-looking statements. These statements relate to future events or the future performance of Cleaver-Brooks. All statements other than statements of historical fact may be forward-looking statements. Forward-looking statements are often, but not always, identified by the use of words such as “seek,” “anticipate,” “plan,” “continue,” “estimate,” “expect,” “may,” “will,” “project,” “predict,” “potential,” “targeting,” “intend,” “could,” “might,” “should,” “believe” and similar expressions. These statements involve known and unknown risks, uncertainties and other factors that may cause actual results or events to differ materially from those anticipated in such forward-looking statements. Cleaver-Brooks believes that the expectations reflected in these forward-looking statements are reasonable but no assurance can be given that these expectations will prove to be correct and such forward-looking statements included in this press release should not be unduly relied upon. These statements speak only as of the date of this press release. Other than as required by applicable laws, Cleaver-Brooks does not intend, and does not assume any obligation, to update these forward-looking statements.
Marc Szczerba, EVP/CFO, 229-227-5307