Nortek Inc. News Release

NORTEK, INC. ANNOUNCES INCREASED TENDER OFFER CONSIDERATION PAYABLE IN TENDER OFFER AND CONSENT SOLICITATION FOR ITS 9.875% SENIOR SUBORDINATED NOTES DUE 2011


PROVIDENCE, RI, July 29, 2004 - Nortek, Inc. ("Nortek"), a leading international designer, manufacturer and marketer of high-quality branded building products, announced today that, in connection with its previously announced offer to purchase all of its outstanding 9.875% Senior Subordinated Notes due 2011 and related consent solicitation to amend the indenture governing the notes, it is increasing the consideration being offered to the holders of the notes.

The new total consideration to be paid in the tender offer and the consent solicitation for tendered and accepted 9.875% Senior Subordinated Notes due 2011 will now be based on a fixed spread of 50 basis points over the yield to maturity of the U.S. Treasury 2.75% Note due June 30, 2006. The foregoing amount includes a consent payment of $20 per $1,000 principal amount of the notes for notes validly tendered on or prior to the existing consent expiration date. Holders who tender their notes after the consent expiration date will not be entitled to receive the consent payment. The yield to maturity of the reference U.S. Treasury Notes used in the fixed spread formula will be set at 2:00 p.m., New York City time, on Monday, August 2, 2004, unless the offers are extended.

The consent expiration date remains the same, and the consent solicitation will expire at midnight, New York City time, on August 2, 2004, unless extended. The tender offer will expire at 9:00 a.m., New York City time, on August 17, 2004, unless extended or earlier terminated. Except as set forth above, the tender offer and consent solicitation is being made upon the terms and conditions set forth in the Offer to Purchase and Consent Solicitation Statement, dated July 20, 2004, and the related Consent and Letter of Transmittal. Holders who tender their notes pursuant to the tender offer will be required to consent to the proposed amendments. Tendered notes generally may not be withdrawn and consents may not be revoked after the end of the consent period.

The tender offer is subject to the satisfaction of certain conditions, including receipt of consents in respect of the requisite principal amount of notes. The purpose of the consent solicitation is to, among other things, amend the indenture governing the notes to eliminate most of the restrictive covenants in the indenture under which the notes are issued.

UBS Securities LLC and Credit Suisse First Boston LLC are the Dealer Managers for the tender offers and Solicitation Agents for the consent solicitations and can be contacted at (888) 722-9555, extension 4210 (toll free) and (800) 820-1653 (toll free), respectively. MacKenzie Partners, Inc. is the Information Agent and can be contacted at (212) 929-5500 (collect) or (800) 322-2885 (toll free).

The tender offer and consent solicitation is being made solely on the terms and conditions set forth in the Offer Documents, except as described herein. Under no circumstances shall this press release constitute an offer to buy or the solicitation of an offer to sell the notes or any other securities of Nortek or Nortek Holdings, Inc. It also is not a solicitation of consents to the proposed amendments to indentures. No recommendation is made as to whether holders of the notes should tender their notes or give their consent.

Nortek* (a wholly owned subsidiary of Nortek Holdings, Inc.) is a leading international manufacturer and distributor of high-quality, competitively priced building, remodeling and indoor environmental control products for the residential and commercial markets. Nortek offers a broad array of products for improving the environments where people live and work. Its products currently include: range hoods and other spot ventilation products; heating and air conditioning systems; indoor air quality systems; and specialty electronic products.

*As used herein, the term "Nortek Holdings" refers to Nortek Holdings, Inc., together with its subsidiaries, unless the context indicates otherwise. This term is used for convenience only and is not intended as a precise description of any of the separate corporations, each of which manages its own affairs.

This press release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. These statements are based on Nortek Holdings' current plans and expectations and involve risks and uncertainties that could cause actual future activities and results of operations to be materially different from those set forth in the forward-looking statements. Important factors impacting such forward-looking statements include the availability and cost of raw materials and purchased components, the level of construction and remodeling activity, changes in general economic conditions, the rate of sales growth, and product liability claims. Nortek Holdings undertakes no obligation to update publicly any forward-looking statements, whether as a result of new information, future events, or otherwise. For further information, please refer to the reports and filings of Nortek Holdings with the Securities and Exchange Commission.

 

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