Tomkins accepts $475 million 9% notes in oversubscribed tender offer

By Angela McDaniels

Tacoma, Wash., July 20 - Tomkins, LLC and Tomkins, Inc. accepted for purchase $475 million principal amount of their 9% senior secured second-lien notes due 2018, according to a company news release.

The company offered to purchase up to $475 million of the $1,035,000,000 of outstanding notes. The tender offer began June 21 and ended at midnight ET on July 19. The early tender/consent deadline was 5 p.m. ET on July 5.

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

Holders tendered $869,867,000 of the notes. Because the offer was oversubscribed, the companies accepted the notes on a prorated basis. The proration factor was 54.635711%.

The amount of notes tendered is unchanged from the early tender/consent deadline and represents 84.05% of the notes outstanding held by non-affiliates.

As of the early tender/consent deadline, the holders of an additional $39,147,000 principal amount, or 3.78% of the notes outstanding held by non-affiliates, had delivered consents but not tendered their notes.

The consents received were enough to amend the indenture governing the notes. Among other things, the amendments increase Tomkins' capacity to make restricted payments under the note indenture.

Holders who tendered their notes and delivered their consents by the consent deadline will receive the total consideration of $1,120, which includes a $25 early tender payment and a $5 consent payment, per $1,000 principal amount of notes.

Holders will also receive accrued interest up to but excluding the payment date, which was expected to occur on or promptly following the expiration date of the offer.

Holders who only delivered their consents are eligible to receive the $5 consent payment.

Holders had to tender a minimum of $2,000 of notes.

Tomkins said the purpose of the tender offer and consent solicitation is to decrease debt 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 Bank of America Merrill Lynch (888 292-0070 or 980 387-3907) were the dealer managers and solicitation agents. Global Bondholder Services Corp. (banks and brokers call 212 430-3774, all others call 866 470-3800) was the information agent.

Tomkins is an engineering group based in London. It is a subsidiary of Pinafore Holdings BV, an Amsterdam-based engineering and manufacturing group.

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