Jacuzzi (NYSE:JJZ)
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From May 2019 to May 2024
Jacuzzi Brands, Inc. (NYSE: JJZ) (“Jacuzzi”)
announced today the revised pricing terms of its cash tender offer with
respect to its 9?% Senior Secured Notes due
2010 (the “Notes”).
The tender offer remains open and is scheduled to expire at 5:00 p.m.,
New York City time, on February 6, 2007, unless terminated or further
extended (the “Expiration Date”).
The total consideration for the Notes was determined as of 10:00 a.m.,
New York City time, on January 23, 2007 by reference to a fixed spread
of 50 basis points above the yield to maturity of the applicable U.S.
Treasury security as described in the Offer to Purchase and Consent
Solicitation Statement of Jacuzzi, dated December 4, 2006 (the “Statement”).
The reference yield for the Notes was 5.160%.
Assuming a payment date of February 7, 2007, which is the first business
day after the Expiration Date, the total consideration per $1,000
principal amount of Notes (the “Total
Consideration”) that were validly tendered
prior to 5:00 p.m., New York City time, on December 15, 2006 (the “Consent
Date”), which was the deadline for holders
who desired to receive a cash consent payment to tender their Notes and
deliver their consents, will be $1,062.43. The Total Consideration
includes the cash consent payment of $30.00 per $1,000 principal amount
of tendered Notes. Holders who tender their Notes and deliver their
consents after the Consent Date, but prior to the Expiration Date, will
receive the tender offer consideration, which consists of the Total
Consideration less the cash consent payment of $30.00 per $1,000
principal amount of tendered Notes. All holders of Notes validly
tendered prior to the Expiration Date will receive accrued and unpaid
interest on their tendered Notes up to, but not including, the payment
date for the tender offer and consent solicitation.
The Total Consideration was determined pursuant to a formula set forth
in the Statement. The Total Consideration may be higher or lower, based
on this formula, depending on the actual payment date.
As of 5:00 p.m., New York City time, on January 25, 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.