Nortek amends tender offer for $753.33 million 11% notes due 2013

By Angela McDaniels

Tacoma, Wash., April 20 - Nortek, Inc. said it amended the tender offer for its $753,333,333 of 11% senior secured notes due 2013, lowering the base denomination of the notes required to be tendered to $1.00 from $1,000.

The tender offer began April 12 and will end at 12:01 a.m. ET on May 10.

Nortek is also soliciting consents to amend the notes to eliminate substantially all of the restrictive covenants and events of default and to provide for a shorter notice period for voluntary redemptions.

The company will pay $1,052.50 for each $1,000 principal amount of notes. This includes a consent fee of $30.00 for each note tendered by the consent deadline, 5 p.m. ET on April 25.

Holders also will receive accrued interest up to but excluding the settlement date.

Nortek plans to redeem any 11% notes that remain outstanding after the end of the tender offer.

Under the note terms, the company may redeem the 11% notes at 103 plus accrued interest once during any 12-month period, provided that the total amount of the redemptions does not exceed $75 million.

The notes are redeemable at 105 beginning June 1, at 102.5 beginning June 1, 2012 and at par beginning June 1, 2013.

If notes remain outstanding after the tender offer, the company will redeem up to $75 million of them at 103 and the remainder at 105.

The company expects to finance the repurchase with proceeds from its $500 million issue of 8½% senior notes due 2021 and borrowings under a new $350 million senior secured term loan due 2017.

The tender offer is conditioned on the receipt of at least $500 million of proceeds from a capital markets transaction, the entry into the term loan facility, the receipt of the required consents, the execution of an amendment to Nortek's asset-based revolving credit facility permitting the refinancing and the execution of a supplemental indenture amending the notes.

UBS Securities LLC (888 719-4210 or 203 719-4210) is the dealer manager and solicitation agent. D.F. King & Co., Inc. (800 423-2107 or 212 269-5550) is the information agent.

Nortek is a Providence, R.I.-based manufacturer of residential and commercial ventilation, HVAC and home technology convenience and security products.

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