Invensys completes tender for some of Siebe 7 1/8% notes

New York, July 20 - Invensys plc (B3/B-) said it completed its previously announced tender offer for a portion of the outstanding 7 1/8% notes due 2007 which the company had issued under its former name, Siebe plc. The company had issued $250 million of the notes in January 1997.

The tender offer expired as scheduled at 5 p.m. ET July 19, without further extension. As of that deadline, a total of $185.334 million principal amount of notes had been tendered. Under the amended terms of the tender offer, including its pro ration terms - with the company having a maximum of $154.4 million that it wished to spend, including the early tender premiums for those who had tendered by the June 28 early tender date, but not including interest - the company accepted for payment a total of $152.882 million in principal amount of notes.

It said that the "clearing price" for the offer (which was conducted as a modified Dutch auction) was $1,000 per $1,000 principal amount of notes. In accordance with the terms of the offer, all notes tendered by holders at prices below the clearing price were accepted in full. A total of $118.787 million principal amount of notes was tendered at the clearing price. Accordingly, 72.2% of notes tendered at the clearing price were accepted on a pro rata basis from tendering holders. Any tendered notes not accepted are being returned to their tendering holders.

As previously announced, Invensys plc, a Britain-based producer of industrial controls and automation systems, said on June 16 that it had begun a tender offer for a portion of the outstanding Siebe 7 1/8% notes.

It set an early tender deadline of 5 p.m. ET June 28 and initially said that the tender offer would expire at 5 p.m. ET July 15 (the tender offer was subsequently extended).

Invensys, said it would tender for the notes under a modified Dutch auction process, inviting holders to submit offers to sell notes, at a price determined by each holder, within a range of $965 to $1,000 per $1,000 principal amount of notes tendered and accepted for payment by the company. It originally said that it anticipated spending a maximum total amount of about $119 million to repurchase the notes (the amount was subsequently raised).

The company said it would accept notes offered for sale in the following order: first, offers to sell notes at an offer price of $965 per $1,000 principal amount, and then offers to sell notes in order of increasing offer price, until Invensys had spent its maximum total amount. Invensys said it would pay all holders whose notes were accepted a clearing price - in other words, the highest offer price for notes that are accepted by the company - even if that clearing price were actually to be higher than the offer price submitted by the noteholder. The company said that were the total principal amount of notes offered at the clearing price to exceed the maximum principal amount of notes that may be accepted by the company at the clearing price so it can stay within its planned spending limit, acceptances of offers at the clearing price would be allocated among holders on a pro rata basis.

The company also said it would pay an early tender payment of $10 per $1,000 principal amount for all notes tendered prior to the early tender deadline and eventually purchased in the tender offer. Accordingly, the total consideration for the notes, including the offer price and early tender payment, would amount to a minimum of $975 per $1,000 principal amount and a maximum of $1,010 per $1,000 principal amount. Holders tendering their notes after the early tender deadline would not receive the early tender payment. The company said it would also pay accrued and unpaid interest up to but not including the settlement date on all tendered notes accepted for payment.

The company said it would determine whether its maximum total spending limit (originally, $119 million, later raised) had been exceeded - which would in turn determine the final principal amount of notes that would be bought based on the total offer price amount and applicable early tender payments but excluding payment of accrued interest.

Invensys initially said that based on the announced price range, and the originally available net proceeds of $119 million, the maximum principal amount of notes Invensys could purchase under the terms of the tender offer would be somewhere between $117.8 million (based on the maximum offer price of $1,000, plus the early tender payment), to $122.1 million (based on the minimum offer price of $965, plus the early tender payment). (These amounts were subsequently raised).

Invensys on July 6 announced that it had amended the terms of the tender offer and had extended its expiration deadline to midnight ET July 19, subject to possible further extension, from the originally announced July 15 and said that settlement of the transaction would take place promptly afterward. However, it did not extend the early tender deadline, which expired as scheduled at 5 p.m. ET June 28, without extension.

Invensys said that as of July 2, $183.7 million principal amount of the notes had been validly tendered and not withdrawn. It said that withdrawal rights with respect to tendered notes had expired and accordingly, tendered notes could no longer be withdrawn.

The company also said that it would have $154.4 million available to fund the purchase of the notes, including the early tender payment but excluding accrued interest - up from the originally announced $119 million.

All other terms and conditions of the offer remained unchanged.

Invensys said it was making the offer to reduce the amount of its outstanding debt and its debt service obligations.

Banc of America Securities LLC acted as exclusive dealer manager and solicitation agent in connection with the tender offer (Call High Yield Special Products at 704 388-9217 or within the United States at 888 292-0070. Global Bondholder Services was the information agent (call 866 807-2220 or collect at 212 430-3774).

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