Accellent Corp. (1297885) SEC Filing 10-Q Quarterly report for the period ending Friday, September 30, 2005
Accellent Corp.
10-Q Quarterly Report Tue Nov 01 2005
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SUPPLEMENTAL REGULATION FD INFORMATION
In this supplemental information, "Accellent", "the Company", "we", "us" and "our" refer to Accellent Corp. and its subsidiaries, unless the context otherwise requires or it is otherwise indicated; "Parent" or "our parent" refers to Accellent Inc.; KKR refers to Kohlberg Kravis Roberts & Co. L.P.; and "LTM period" refers to the twelve months ended September 30, 2005.
THE TRANSACTIONS
On October 7, 2005, our parent entered into an agreement and plan of merger with Accellent Acquisition Corp., or AAC, an entity controlled by affiliates of KKR, pursuant to which Accellent Merger Sub Inc., a wholly-owned subsidiary of AAC, will merge with and into our parent, with our parent being the surviving entity (the "Merger").
The merger agreement contains various covenants regarding the conduct of our business prior to the closing of the Merger. In addition, the Merger is subject to a number of conditions, including certain regulatory approvals and the consummation of the debt financings described in the following paragraph or other satisfactory financing.
In connection with the Merger, an investment fund controlled by KKR and others will make an equity investment in AAC's parent and thereby in us of approximately $613.7 million, with approximately $30.5 million of equity expected to be rolled over by certain members of management. In addition, in connection with the Merger, our parent or AAC's parent in the case of bullet five below intends to:
enter into a new senior secured credit facility, consisting of a $375.0 million senior secured term loan facility and a $75.0 million senior secured revolving credit facility that is expected to remain undrawn at closing;
issue $325 million aggregate principal amount of senior subordinated notes;
repay approximately $412.3 million of our existing indebtedness (including accrued interest of $3.7 million, assuming the Transactions were consummated on September 30, 2005), including pursuant to a tender offer our $175 million 10% Senior Subordinated Notes due 2012;
pay approximately $73.0 million of transaction fees and expenses, including tender offer and consent solicitation premiums; and
issue new options to purchase shares of AAC's parent to certain members of our management.
We have commenced a tender offer to purchase all of our outstanding 10% Senior Subordinated Notes due 2012 and are soliciting consents from the respective holders of those notes to amend the indenture governing the notes to eliminate substantially all of the restrictive covenants and effect certain other amendments to the indenture.
The Merger and related financing transactions are referred to collectively herein as the "Transactions."
After giving pro forma effect to the Transactions, as of September 30, 2005, we would have had indebtedness of approximately $700.0 million outstanding, including $375.0 million of secured indebtedness consisting of the senior secured credit facilities described above.
The following information was filed by Accellent Corp. on Tuesday, November 1, 2005 as an 8K 2.02 statement, which is an earnings press release pertaining to results of operations and financial condition. It may be helpful to assess the quality of management by comparing the information in the press release to the information in the accompanying 10-Q Quarterly Report statement of earnings and operation as management may choose to highlight particular information in the press release.
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Accellent Corp.'s Definitive Proxy Statement (Form DEF 14A) filed after their 2005 10-K Annual Report includes:
Submitted to the SEC: Tue Nov 01 2005 7:47:26 AM EST
Accepted by the SEC: Tue Nov 01 2005
Period: Friday, September 30, 2005
Industry: Surgical And Medical Instruments And Apparatus
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