Grohe wraps, amends oversubscribed tender for €400 million of floaters

By Susanna Moon

Chicago, March 8 - Grohe Holding GmbH said it completed the offer to purchase up to €400 million principal amount of its €800 million senior secured floating-rate notes due Jan. 15, 2014.

The company received €416,576,000 principal amount of the notes and decided to accept all the tendered notes. There will be no proration.

Grohe revised the terms of the offer on March 8 after announcing the results earlier that day.

The company originally said it would accept €400,008,000 of the notes on a pro rata basis. The proration factor was set at 96.53334%.

Holders needed to tender a minimum of €50,000 principal amount of notes in order to participate.

Holders will receive €1,003.50 per €1,000 principal amount of notes, which includes a €2.50 consent fee.

The company will also pay accrued interest up to but excluding the payment date.

Holders will receive the consent fee for the full principal amount of notes tendered, not just the prorated amount accepted for purchase.

The company solicited consents for proposed amendments to the indenture that will allow it to incur debt under a refinancing and incur liens to secure that debt. Noteholders who tendered were deemed to have consented.

Consents were needed from the holders of a majority of the notes in order to make the amendments.

The tender offer expired at 11 a.m. ET on March 7. It began Feb. 28.

The offer is expected to settle on March 15.

As previously noted, the company plans to issue €400 million of senior secured notes to fund the tender offer.

The dealer managers were Credit Suisse Securities (Europe) Ltd. (+44 207 883 8763 or liability.management@credit-suisse.com), Deutsche Bank AG, London Branch (+44 207 545 8011 or liability.management@db.com) and Morgan Stanley & Co. International plc (+44 207 677 5040 or liabilitymanagementeurope@morganstanley.com).

Deutsche Bank was also the tender agent (+44 207 547 5000 or xchange.offer@db.com).

Grohe makes plumbing fixtures and is based in Dusseldorf, Germany.

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