Apogent, Fisher Scientific complete tender offer for 6½% notes

New York, Aug. 3 - Fisher Scientific International said that its wholly owned subsidiary Apogent Technologies Inc.'s (Ba2/BB+) previously announced tender offer and consent solicitation for its outstanding 6½% senior subordinated notes due 2013 expired as scheduled at 5 p.m. ET on Aug. 2, with no further extension.

Apogent has accepted for payment $249.55 million principal amount of its notes (out of the $250 million outstanding) that were validly tendered and not withdrawn prior to the deadline. Total consideration was $1,107.50 per $1,000 principal amount of notes tendered and accepted by the company for payment, plus accrued and unpaid interest. Settlement was expected to occur Aug. 3.

As previously announced, Apogent Technologies, a Portsmouth, N.H.-based laboratory and life sciences products company, said on May 28 that it had begun a cash tender offer for all its $250 million principal amount of the 6½% notes and was also soliciting consents to amend the notes to eliminate substantially all of the restrictive covenants. The tender offer and consent solicitation were undertaken in connection with Apogent's $4 billion acquisition by Fisher Scientific International, a Hampton, N.H.-based provider of products and services to the clinical research and scientific laboratory markets, a transaction that successfully closed on Aug. 2.

Apogent initially set a June 11 consent deadline, which was later extended to coincide with the tender offer expiration, and initially said that the offer would expire at 5 p.m. ET July 1, which was also later extended.

It initially said it would offer 101.75% of par for holders tendering by the consent deadline and 101% of par for holders tendering after that point but before the July 1 expiration date. The company subsequently raised the consideration it was offering the holders and extended the consent deadline to coincide with the expiration so that all holders would receive the same consideration (however, it subsequently restored the differentiation between the consent and expiration deadlines, with different consideration levels for tendered notes. Apogent further said that all tendering holders would also receive accrued interest up to but not including the settlement date.

The company said holders could not consent to the amendments without also tendering their notes and could not revoke their consents without also withdrawing the previously tendered notes.

It further said that the tender offer and consent solicitation would be conditioned upon the completion of the proposed merger between Apogent and Fisher Scientific International Inc. and the receipt of the required consents in the consent solicitation.

On June 18, Apogent said it had extended the consent deadline to coincide with the tender offer expiration deadline (at the time, 5 p.m. ET July 1, but subsequently extended, along with the consent deadline). It said that all tendering holders would now receive the previously announced total consideration. On July 2, the deadlines were further extended to 5 p.m. ET July 16 from July 1.

On July 13, Apogent extended the deadlines on its offer from the previously announced 5 p.m. July 16 but restored the separate consent and expiration deadlines, as originally proposed. It pushed the consent deadline back to 5 p.m. ET July 27 and said the offer would expire at 5 p.m. ET Aug. 2. The company said that as of 5 p.m. ET July 13, $62.35 million of the notes had been tendered, unchanged from the level at the previous extension announcement.

Apogent also dramatically increased the payment it was offering noteholders, to 110.75% of par to holders tendering by the new consent deadline, up from 101.75% of par previously. For notes tendered after the consent date but before the expiration, the payment was raised to 106.75% of par, up from 101% of par previously.

Goldman, Sachs & Co. was the dealer manager and solicitation agent (800 828-3182). Innisfree M&A Inc. was the information agent (888 750-5834).

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