Jacuzzi Brands Announces Extension of Tender Offer and Consent Solicitation Relating to Its 9 5/8% Senior Secured Notes Due 2010
January 10 2007 - 4:12PM
Business Wire
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are not validly withdrawn prior to expiration, may extend the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.
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