Thermadyne Holdings Corporation Announces Pricing of and Increase in Offering of Senior Secured Notes
November 18 2010 - 10:57AM
Thermadyne Holdings Corporation (Nasdaq:THMD) today announced that
Razor Merger Sub Inc. has priced a private offering of senior
secured notes due 2017 in connection with the acquisition of
Thermadyne by affiliates of Irving Place Capital. The offering was
increased to $260,000,000 from the originally announced offering of
$250,000,000. The notes will be sold to investors at a price of
100% of the principal amount thereof and will bear interest at a
rate equal to 9% per annum. The offering is expected to close on
December 3, 2010. The closing of the notes offering is subject
to market and other conditions including, without limitation, the
closing of the merger described below.
Razor Merger Sub Inc. was formed in connection with Thermadyne's
previously announced agreement to merge with an entity controlled
by affiliates of Irving Place Capital. Thermadyne and certain
of its domestic and foreign subsidiaries will assume all of the
obligations under the notes upon consummation of the merger. The
net proceeds from the offering of the notes, together with other
financing sources, will be used to consummate the merger and pay
related fees and expenses.
The notes have not been registered under the Securities Act of
1933, as amended, and, unless so registered, may not be offered or
sold in the United States absent registration or an applicable
exemption from the registration requirements of the Securities Act
and other applicable securities laws.
This press release shall not constitute an offer to sell or the
solicitation of an offer to buy, nor shall there be any sale of the
notes in any jurisdiction in which such offer, solicitation or sale
would be unlawful prior to registration or qualification under the
securities laws of any such jurisdiction.
Cautionary Statement Concerning Forward-Looking
Information
This press release contains certain forward-looking statements
within the meaning of the Private Securities Litigation Reform Act
of 1995, including but not limited to, statements relating to the
expected completion and timing of the acquisition. These
forward-looking statements involve certain risks and uncertainties
that could cause actual results to differ materially from those
indicated in such forward-looking statements, such as the condition
of the financing markets and other risks as identified in
Thermadyne's Annual Report on Form 10-K for the fiscal year ended
December 31, 2009, and Thermadyne's most recent Quarterly Report on
Form 10-Q, each as filed with the Securities and Exchange
Commission (the "SEC"), which contain and identify important
factors that could cause the actual results to differ materially
from those contained in the forward-looking statements.
Thermadyne undertakes no obligation to correct or update any
forward-looking statements, whether as a result of new information,
future events or otherwise. You are advised, however, to consult
any future disclosure Thermadyne makes on related subjects.
CONTACT: Thermadyne Holdings Corporation
Debbie Bockius
636-728-3031
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