Cleary Gottlieb represented Citigroup Global Markets and BofA Merrill Lynch in a cash tender offer and consent solicitation by Tomkins, LLC and Tomkins, Inc. (“Tomkins”) to purchase up to $475 million in aggregate principal amount of its 9% Senior Secured Second Lien Notes due 2018 (the “Notes”) and solicit consents to modify a number of restrictive covenants.
The tender offer launched on June 21, expired on July 19, and closed on July 20. The consent solicitation launched on June 21, expired on July 5, and closed on July 6. The tender offer was oversubscribed, with approximately $870 million aggregate principal amount of Notes tendered. The $475 million in aggregate principal amount of Notes that Tomkins accepted for purchase represented approximately 55% of the principal amount of all tendered Notes.
The purpose of the tender offer and consent solicitation was to reduce the amount of indebtedness owed by Tomkins and to provide flexibility to make distributions to its indirect shareholders.
Tomkins is a diversified global engineering and manufacturing company with a portfolio of market-leading businesses. The company’s products are highly engineered and used in the industrial, automotive and construction end markets. The Company has operations in over 30 countries and through its sales network sells to customers in over 70 countries.
