NORTEK HOLDINGS, INC. AND NORTEK, INC. ANNOUNCE RECEIPT OF REQUISITE CONSENTS TO AMEND INDENTURES GOVERNING NOTES SUBJECT TO TENDER OFFERS
PROVIDENCE, RI, August 5, 2004 - Nortek Holdings, Inc. ("Nortek Holdings"), the parent company of Nortek, Inc. ("Nortek"), and Nortek, a leading international designer, manufacturer and marketer of high-quality brand name building products, announced today that in connection with Nortek Holdings' previously announced tender offer to purchase for cash all of its outstanding 10% Senior Discount Notes due 2011 (the "Discount Notes") and Nortek's previously announced tender offers to purchase for cash all of its outstanding 9.875% Senior Subordinated Notes due June 15, 2011 (the "9.875% Notes") and Senior Floating Rate Notes due 2010 ("Floating Rate Notes"), and the solicitation of consents to eliminate most of the restrictive covenants in the indentures governing each of the three series of notes, Nortek Holdings and Nortek (the "Companies") have been advised by U.S. Bank National Association, the depositary for the tender offers and consent solicitations, that, as of midnight, New York City time, on August 4, 2004, the consent expiration date, holders of a majority of the aggregate principal amount of each issue of notes had validly tendered and not withdrawn their notes and provided their consents to effect the proposed amendments to the indentures under which the notes were issued.
Upon completion of the tender offers and consent solicitations, holders who tendered their notes prior to the consent expiration date will receive the total consideration (including the consent payment) for such notes. Any holders who tender their notes after the consent expiration date but before the expiration date of the tender offers will receive the tender offer consideration (not including the consent payment). These consents and tenders generally may not be validly withdrawn unless the tender offers and the consent solicitations are terminated without any notes being purchased.
As a result of receiving the consents of at least a majority in aggregate principal amount at maturity of the outstanding Discount Notes and at least a majority in aggregate principal amount of each of the outstanding 9.875% Notes and the outstanding Floating Rate Notes, each of Nortek Holdings and Nortek has received the requisite consents and tenders for its notes in order to effect the proposed amendments to the indentures governing such notes. Accordingly, the Companies will promptly execute and deliver supplemental indentures to these indentures. The supplemental indentures will not, however, become operative unless and until the Companies accept the notes for purchase pursuant to the tender offers. Each tender offer is conditioned upon, among other things, the consummation of the acquisition of Nortek Holdings by a corporation formed at the direction of affiliates of Thomas H. Lee Partners, L.P.
Information regarding the pricing, tender and delivery procedures and conditions to the tender offers relating to the Discount Notes, the 9.875% Notes and the Floating Rate Notes is contained in the Offer to Purchase and Consent Solicitation Statement dated July 20, 2004, as supplemented by our press releases dated July 29, 2004 and August 3, 2004, and the Consent and Letter of Transmittal distributed with the Offer to Purchase and Consent Solicitation Statement (the "Offer Documents").
UBS Securities LLC and Credit Suisse First Boston LLC, the dealer managers for the tender offers and the solicitation agents for the consent solicitations, can be contacted at (888) 722-9555 extension 4210 and (800) 820-1653, respectively. MacKenzie Partners, Inc. is acting as information agent and can be contacted at (800) 322-2885. Copies of the Offer Documents and other related documents may be obtained from the information agent.
The tender offers and consent solicitations are being made solely on the terms and conditions set forth in the Offer Documents, as supplemented by our press releases dated July 29, 2004 and August 3, 2004. 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 Holdings and Nortek. No recommendation is made as to whether holders of the notes should tender their notes.
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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