Jacuzzi (NYSE:JJZ)
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From May 2019 to May 2024
Jacuzzi Brands, Inc. (NYSE: JJZ) (“Jacuzzi”)
announced today that it has extended the expiration date of its
previously announced cash tender offer and consent solicitation with
respect to its 9 5/8% Senior Secured Notes due 2010 (the “Notes”).
As a result of the extension, the tender offer and consent solicitation
will now expire at 5:00 p.m., New York City time, on February 6, 2007,
unless terminated or further extended.
Pursuant to the terms of the Offer to Purchase and Consent Solicitation
Statement of Jacuzzi, dated December 4, 2006 (the “Statement”),
as a result of the extension of the tender offer for more than ten
business days from the previously scheduled expiration date of January
22, 2007, the price determination date will be extended and the total
consideration (the “Total Consideration”)
for the Notes as described in the Statement will be recalculated. The
Total Consideration for the Notes will now be determined as of 10:00
a.m., New York City time, on January 23, 2007 unless otherwise extended.
As of 5:00 p.m., New York City time, on January 9, 2007, Jacuzzi had
received tenders and consents for $379,950,000 in aggregate principal
amount of the Notes, representing 99.99% of the outstanding Notes.
The consummation of the tender offer is conditioned upon, among other
things, (i) the consummation of the previously announced acquisition of
Jacuzzi by affiliates of Apollo Management, L.P. (“Apollo”)
and (ii) the receipt by affiliates of Apollo of $985 million in new debt
financing relating to the transactions and the availability of funds
therefrom to pay the tender offer consideration described above. If any
of the conditions are not satisfied, Jacuzzi may terminate the tender
offer and return tendered Notes, may waive unsatisfied conditions and
accept for payment and purchase all validly tendered Notes that are not
validly withdrawn prior to expiration, may extend the tender offer or
may amend the tender offer.
The complete terms and conditions of the tender offer and consent
solicitation are described in the Statement and the related Consent and
Letter of Transmittal, copies of which may be obtained by contacting
D.F. King & Co., Inc., the Information Agent for the tender offer and
consent solicitation, at (212) 269-5550 (for brokers and banks) or (800)
859-8509 (for all others). Questions regarding the tender offer and
consent solicitation may be directed to the Dealer Manager and
Solicitation Agent for the tender offer and consent solicitation: Credit
Suisse Securities (USA) LLC, which may be contacted at (800) 820-1653
(toll-free) or at (212) 538-0652.
This announcement shall not constitute an offer to purchase or a
solicitation of an offer to sell any securities. The tender offer and
consent solicitation are being made only through and subject to the
terms and conditions set forth in the Statement and the related Consent
and Letter of Transmittal.
About Jacuzzi Brands
Jacuzzi, through its subsidiaries, is a global manufacturer and
distributor of branded bath and plumbing products for the residential,
commercial and institutional markets. These include whirlpool baths,
spas, showers, sanitary ware and bathtubs, as well as professional grade
drainage, water control, commercial faucets and other plumbing products.
Our products are marketed under our portfolio of brand names, including
JACUZZI®, SUNDANCE®,
ZURN®, and ASTRACAST®.
Disclosure Concerning Forward-Looking
Statements
Any forward-looking statements made within this release, including
Jacuzzi’s current expectations with respect
to the completion of the proposed transaction, future market conditions,
future operating results and other plans, represent management’s
best judgment as to what may occur in the future and are intended to
fall within the meaning of the Private Securities Litigation Reform Act
of 1995. Words such as “expects,”
“intends,” “plans,”
“projects,” “believes,”
“estimates,” “may,”
“will,” “should,”
“shall,” and
similar expressions typically identify such forward-looking statements.
Even though Jacuzzi believes the expectations reflected in such
forward-looking statements are based on reasonable assumptions, it can
give no assurance that its expectations will be attained. In particular,
various economic and competitive factors, including those outside our
control, such as interest rates, foreign currency exchange rates,
inflation rates, instability in domestic and foreign financial markets,
terrorist acts, consumer spending patterns, energy costs and
availability, freight costs, availability of consumer and commercial
credit, adverse weather, levels of residential and commercial
construction, and changes in raw material and component costs, and the
credit worthiness of our customers, insurers, and investees, and other
factors contained in Jacuzzi’s filings with
the Securities and Exchange Commission could cause our actual results
during the remainder of 2007 and in the future years, and other future
expectations to differ materially from those expressed in this press
release.