Armor Holdings acquisition results in fundamental change for 2% convertibles

By Jennifer Chiou

New York, July 31 - BAE Systems, Inc. completed its acquisition of Armor Holdings, Inc. for $4.532 billion, or $88.00 per share, in a one-step merger, and, as a result, a fundamental change under the indenture of Armor's 2% senior subordinated convertible notes due 2024 occurred.

Holders who surrender their convertibles prior to a yet-to-be-fixed date, which will not be earlier than Aug. 16, will receive the merger consideration on an as-converted basis plus additional consideration determined in the indenture.

Armor Holdings also said that it will pay for all $150 million of its 8¼% senior subordinated notes due 2013 that were tendered in a previously completed offer and consent solicitation.

BAE Systems, Inc. is a wholly owned subsidiary of BAE Systems plc.

Armor, based in Jacksonville, Fla., manufactures branded products for the military, law enforcement and personnel safety markets. BAE Systems plc is a London-based defense contractor. BAE Systems Inc. is based in Rockville, Md.

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