Published: April 21, 2010
RBS Global, Inc. and Rexnord LLC Receive Required Consents in Connection with Tender Offers and Consent Solicitations for Certain of Their Outstanding Notes
MILWAUKEE - (BUSINESS WIRE) - Pursuant to their previously announced tender offers and consent
solicitations, RBS Global, Inc. ("RBS Global" ) and Rexnord LLC
("Rexnord" and, together with RBS Global, the "Companies" ) received
tenders and consents from the holders of (i) $ $794,142,000 aggregate
principal amount, or approximately 99.89%, of their 9.50% Senior
Unsecured Notes due 2014 (the "2006 9.50% Notes" ), (ii) $196,257,000
aggregate principal amount, or approximately 99.99%, of their 9.50%
Senior Unsecured Notes due 2014 (the "2009 9.50% Notes" ) and (iii)
$76,977,000 aggregate principal amount, or approximately 97.44%, of
their 8.875% Senior Unsecured Notes due 2016 (the "8.875% Notes" , and,
together with the 2006 9.50% Notes and the 2009 9.50% Notes, the
"Notes" ) by the expiration of the consent payment deadline, April 20,
2010 at 5:00 p.m., New York City time (the "Consent Date" ). The consents
received exceeded the number needed to approve the proposed amendments
to each indenture (the "Proposed Amendments" ) under which the Notes were
issued (each an "Indenture" and collectively, the "Indentures" ). The
complete terms and conditions of the tender offers and consent
solicitations for the Notes are detailed in the Companies' Offer to
Purchase and Consent Solicitation Statement dated April 7, 2010 and the
related Consent and Letter of Transmittal (the "Tender Offer Documents" ).
Under the terms of the tender offers, the Companies and the trustee
under each Indenture have entered into supplemental indentures that
will, once operative, effect the Proposed Amendments to each Indenture
governing each series of the Notes. The Proposed Amendments will
eliminate substantially all of the material restrictive covenants,
eliminate or modify certain events of default and eliminate or modify
related provisions in the Indentures governing the Notes. The
supplemental indentures will become operative upon acceptance of at
least a majority in principal amount of Notes for payment by the
Companies pursuant to the tender offers.
Each holder who validly tendered its Notes and delivered consents to the
Proposed Amendments prior to the Consent Date will receive, if such
Notes are accepted for purchase pursuant to the tender offers, the total
consideration of (1) $1,060.00 per $1,000 principal amount of 2006 9.50%
Notes or 2009 9.50% Notes tendered, which includes $1,000.00 as the
tender offer consideration and $60.00 as a consent payment; and (2)
$1,052.50 per $1,000 principal amount of 8.875% Notes tendered, which
includes $1,000.00 as the tender offer consideration and $52.50 as a
consent payment. In addition, accrued interest up to, but not including,
the applicable payment date of the Notes will be paid in cash on all
validly tendered and accepted Notes.
Each tender offer is scheduled to expire at 12:00 midnight, New York
City time, on May 4, 2010, unless extended or earlier terminated (the
"Expiration Date" ). Because the Consent Date has passed, tendered Notes
may no longer be withdrawn and consents may no longer be revoked at any
time, except to the extent that the Companies are required by law to
provide additional withdrawal rights. Holders who validly tender their
Notes and deliver their consents after the Consent Date will receive
only the tender offer consideration and will not be entitled to receive
a consent payment if such Notes are accepted for purchase pursuant to
the tender offers.
Subject to satisfaction of the terms and conditions described in the
Tender Offer Documents, the Companies may accept for purchase prior to
the Expiration Date Notes tendered prior to the Consent Date.
All the conditions set forth in the Tender Offer Documents remain
unchanged. If any of the conditions are not satisfied, the Companies may
terminate the tender offers and return tendered Notes. The Companies
have the right to waive any of the foregoing conditions with respect to
the Notes of any or all series and to consummate any or all of the
tender offers and the consent solicitations. In addition, the Companies
have the right, in their sole discretion, to terminate the tender offers
and/or the consent solicitations at any time, subject to applicable law.
This announcement shall not constitute an offer to purchase or a
solicitation of an offer to sell any securities. The tender offers and
consent solicitations are being made only through, and subject to the
terms and conditions set forth in, the Tender Offer Documents and
related materials.
Credit Suisse Securities (USA) LLC is the Dealer Manager and
Solicitation Agent for the tender offers and consent solicitations.
Questions regarding the tender offers or consent solicitations may be
directed to Credit Suisse Securities (USA) LLC at (800) 820-1653
(toll-free) or at (212) 538-2147 (collect).
D.F. King & Co., Inc. is the Information Agent for the tender offers and
consent solicitations. Requests for the Tender Offer Documents may be
directed to D.F. King & Co., Inc. at (212) 269-5550 (for brokers and
banks) or (800) 290-6426 (for all others).
Neither of the Companies' respective boards of directors nor any other
person makes any recommendation as to whether holders of Notes should
tender their Notes or provide the related consents, and no one has been
authorized to make such a recommendation. Holders of Notes must make
their own decisions as to whether to tender their Notes and provide the
related consents, and if they decide to do so, the principal amount of
the Notes to tender. Holders of the Notes should read carefully the
Tender Offer Documents and related materials before any decision is made
with respect to the tender offers and consent solicitations.
About RBS Global and Rexnord LLC
RBS Global is the parent company of Rexnord LLC. Headquartered in
Milwaukee, Wisconsin, we believe we are a leading, global multi-platform
industrial company comprised of two strategic platforms: Power
Transmission and Water Management, with approximately 5,700 employees
worldwide. Our Power Transmission products include gears, couplings,
industrial bearings, flattop chain and modular conveyer belts, special
components, industrial chain and conveying equipment and aerospace
bearings and seals. Our Water Management products include professional
grade specification drainage, water control, PEX piping and commercial
brass products. Additional information about the Companies can be found
at www.rexnord.com
and www.zurn.com.
Forward-Looking Statements
Information in this release may involve guidance, expectations, beliefs,
plans, intentions or strategies regarding the future. These
forward-looking statements involve risks and uncertainties. All
forward-looking statements included in this release are based upon
information available to the Companies as of the date of the release,
and the Companies assume no obligation to update any such
forward-looking statements. The statements in this release are not
guarantees of future performance and actual results could differ
materially from current expectations. Numerous factors could cause or
contribute to such differences. Please refer to the Companies' annual,
quarterly and current reports filed on Forms 10-K, 10-Q and 8-K from
time to time with the Securities and Exchange Commission for a further
discussion of the factors and risks associated with the business.

Rexnord LLC
Michael H. Shapiro, 414-643-3000
Vice President
and Chief Financial Officer
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