Rexnord Corporation (“Rexnord”) (NYSE:RXN) announced today that its wholly-owned subsidiaries, RBS Global, Inc. and Rexnord LLC (together, the “Issuers”), have launched a cash tender offer to purchase any and all of their outstanding $1,145,000,000 aggregate principal amount of 8½% Senior Notes due 2018 (the “Notes”). In connection with the tender offer, the Issuers are also soliciting consents (“Consents”) from holders of the Notes to certain amendments to the indenture governing the Notes to, among other things, eliminate substantially all of the restrictive covenants contained therein.
The Notes and other information relative to the tender offer are set forth in the table below.
|Notes||CUSIPNumber(s)||AggregatePrincipal AmountOutstanding||Tender OfferConsideration (1)||ConsentPayment (2)||TotalConsideration (1,2)|
|8½% Senior Notes due 2018||75524DAN0||$||1,145,000,000||$||1,066.90||$||30.00||$||1,096.90|
|(1)||Per $1,000 principal amount of Notes excluding accrued and unpaid interest thereon, which will be paid in addition to the tender offer consideration or the total consideration, as applicable.|
|(2)||Includes the tender offer consideration and the consent payment.|
Each holder who validly tenders its Notes and delivers its Consents to the proposed amendments prior to 5:00 p.m., New York City time, on Tuesday, August 20, 2013, unless such time is extended by the Issuers (the “Early Tender Time”), will receive, if such Notes are accepted for purchase pursuant to the tender offer, the total consideration of $1,096.90 per $1,000 principal amount of the Notes tendered, which includes $1,066.90 as the tender offer consideration and $30.00 as a consent payment. In addition, accrued interest up to, but not including, the applicable payment date of the Notes will be paid in cash on all validly tendered and accepted Notes.
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