Tomkins companies tender for up to $475 million 9% notes due 2018

By Marisa Wong

Madison, Wis., June 22 - Tomkins, LLC and Tomkins, Inc. began a tender offer on June 21 for up to $475 million of their outstanding 9% senior secured second-lien notes due 2018, according to a 6-K filed by indirect parent Pinafore Holdings BV with the Securities and Exchange Commission. As of June 21, the outstanding principal amount of the notes is $1,035,000,000.

The tender offer will expire at midnight ET on July 19.

Concurrently, the issuers are soliciting consents to amend the indenture governing the notes. The proposed amendments would, among other things, increase Tomkins' capacity to make restricted payments under the notes indenture. A supplemental indenture will be effected if the issuers receive consents from holders of a majority of the outstanding principal amount of the notes.

The consent solicitation expires at 5 p.m. ET on July 5. After the early deadline, tendered notes may not be withdrawn and consents may not be revoked.

Holders may choose to participate in both the tender offer and consent solicitation or solely in the consent solicitation.

Holders who tender their notes and deliver their consents by the consent deadline will receive the total consideration of $1,120, which includes a $25.00 early tender payment and a $5.00 consent payment, per $1,000 principal amount of notes.

Holders who tender their notes and deliver their consents after the early deadline but prior to the expiration of the offer will only receive the tender offer consideration of $1,090 for each $1,000 of notes. The tender offer consideration is equal to the total consideration less the early tender payment and consent payment.

The companies said they will also pay accrued interest up to but excluding the payment date under the tender offer. The payment date will occur on or promptly following the expiration date of the offer.

Holders who just deliver their consents will be eligible to receive the $5.00 consent payment.

If the amount of tendered notes exceeds the tender cap, the notes will be accepted for purchase on a prorated basis.

Holders must tender a minimum of $2,000 of notes.

The Tomkins companies said they are pursuing the tender offer and consent solicitation in order to decrease indebtedness by up to $475 million and to provide flexibility to make distributions to indirect shareholders either through cash generated from the disposition of non-core businesses or other sources or by other non-cash distributions.

Citigroup Global Markets Inc. (800 558-3745 or 212 723-6106) and Merrill Lynch, Pierce, Fenner & Smith Inc. (888 292-0070 or 980 387-3907) are the dealer managers and solicitation agents. Global Bondholder Services Corp. (banks and brokers call 212 430-3774, all others call 866 470-3800) is the information agent.

Parent company Pinafore is an Amsterdam-based engineering and manufacturing group.

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