Actuant Corporation (NYSE: ATU) announced today that it had received, as of 5:00 p.m., New York City time, on April 13, 2012 (the “Consent Expiration”), tenders and consents from holders of approximately 91.5% of the aggregate principal amount of its outstanding 6.875% Senior Notes due 2017 (the “Existing Notes”), in connection with its previously announced tender offer and consent solicitation for the Existing Notes, which commenced on April 2, 2012 and is described in the Offer to Purchase and Consent Solicitation Statement dated April 2, 2012 (the “Offer to Purchase”).
Actuant intends to execute later today a supplemental indenture (the “Supplemental Indenture”) with respect to the indenture governing the Existing Notes, which will eliminate most of the covenants and certain default provisions applicable to the Existing Notes. The Supplemental Indenture will not become operative until a majority in aggregate principal amount of the Existing Notes has been purchased by Actuant pursuant to the terms of the tender offer and the consent solicitation, which is expected to occur today.
Actuant’s obligation to accept for purchase, and to pay for, any Existing Notes pursuant to the tender offer is subject to a number of conditions that are set forth in the Offer to Purchase, including the closing today of Actuant’s offering of 5.625% senior notes due 2022. Subject to the satisfaction or waiver of these conditions, all holders who validly tendered (and did not validly withdraw) their Existing Notes prior to the Consent Expiration will receive total consideration equal to $1,042.16 per $1,000 principal amount of the Existing Notes, which includes a consent payment of $30.00 per $1,000 principal amount of the Existing Notes, plus accrued and unpaid interest on the Existing Notes up to, but not including, the payment date for the Existing Notes.
Holders who tender (and do not validly withdraw) their Existing Notes after the Consent Expiration and prior to the expiration of the tender offer will be entitled to receive consideration equal to $1,012.16 per $1,000 principal amount of the Existing Notes, plus any accrued and unpaid interest on the Existing Notes up to, but not including, the payment date for such Existing Notes accepted for purchase. Holders of Existing Notes tendered after the Consent Expiration will not receive a consent payment. The tender offer will expire at 12:00 midnight, New York City Time, on April 27, 2012, unless extended by Actuant in its sole discretion.
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