Jacuzzi Brands Announces Revised Pricing of Tender Offer
January 26 2007 - 4:27PM
Business Wire
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.
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