Safety Products begins tender offer for 11¾% notes, 9 7/8% notes

By Angela McDaniels

Tacoma, Wash., April 14 - Safety Products Holdings, Inc. announced the beginning of a tender offer and consent solicitation for its 11¾% senior pay-in-kind notes due 2012 and for the 9 7/8% senior subordinated notes due 2011 of the company and Norcross Safety Products LLC.

The offer is being held in connection with the proposed sale of Safety Products to Honeywell International Inc., according to a company news release.

The consent deadline is 5 p.m. ET on April 25, and the tender offer ends at midnight ET on May 9.

The consents would allow the company to amend the note indentures to eliminate substantially all restrictive covenants and some events of default provisions.

Noteholders who tender will receive $1,052.50 for each $1,000 principal amount of 11¾% notes and $1,051.88 for each $1,000 principal amount of 9 7/8% notes. The payouts includes a $30.00 consent payment for notes tendered by the consent deadline.

Noteholders will also receive accrued interest up to but excluding the payment date.

Safety Products said it expects to pay for the offer with funds from Honeywell. The funds will be deposited by Honeywell with the tender agent if the acquisition is completed.

The offers are conditioned on the receipt of tenders for at least a majority of both series of notes, the consummation of the acquisition, the repayment of Safety Products and Norcross Safety Products' credit facility and the receipt of sufficient funds to buy the tendered notes.

If the tender offer is not completed or if less than all outstanding notes are tendered, the company said it will have the right to redeem each series of notes.

The dealer manager and solicitation agent is Credit Suisse Securities (USA) LLC (212 325-4951), and the information agent and tender agent is D.F. King & Co., Inc. (800 431-9643 or 212 269- 5550).

Safety Products is based in Oak Brook, Ill., and produces personal protection equipment.

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