Nov 27, 2017   SOURCE: BusinessWire

Cleaver-Brooks Announces Commencement of Tender Offer and Consent Solicitation for 8.750% Senior Secured Notes Due 2019 and 9.75% Senior Secured Notes Due 2019

Cleaver-Brooks, Inc. ("Cleaver-Brooks") announced today that it is launching a tender offer and consent solicitation for its outstanding 8.750% Senior Secured Notes due 2019 (the "8.750% Notes") and its outstanding 9.75% Senior Secured Notes Due 2019 (the “9.75% Notes” and, together with the 8.750% Notes, the “Notes”).

Cleaver-Brooks is offering to purchase all of the outstanding Notes (the "Tender Offer"). Cleaver-Brooks also is soliciting consents (the "Solicitation") to certain proposed amendments to the indenture governing each series of the Notes. The proposed amendments would (i) eliminate substantially all of the restrictive covenants (other than, among other covenants, the covenant to pay interest and premium, if any, on, and principal of, the applicable Notes when due), certain events of default and certain other provisions, (ii) shorten the minimum redemption notice period under each indenture from 30 days to three business days and (iii) release the liens on the assets securing the Notes. Holders who tender their Notes will be required to consent to the proposed amendments. Holders who consent to the proposed amendments will be required to tender their Notes.

The Tender Offer and Solicitation are being made by Cleaver-Brooks pursuant to an Offer to Purchase and Consent Solicitation Statement dated as of November 27, 2017 (the "Offer to Purchase"). The Tender Offer will expire at 11:59 p.m., New York City time, on December 22, 2017, unless extended or earlier terminated (the "Expiration Time").

Payment for the Notes validly tendered (and not validly withdrawn) and the consents validly delivered (and not validly revoked) will be made on a date promptly following the Expiration Time (the "Final Payment Date"). A consent payment will be paid to holders who tender Notes and deliver consents on or prior to 5:00 p.m., New York City time, on December 8 (the "Consent Date"), unless extended. The Offer to Purchase contemplates an early settlement option, so that holders whose Notes are validly tendered on or prior to the Consent Date and accepted for purchase could receive payment as early as December 11, 2017 (as may be extended by Cleaver-Brooks at its sole discretion, the "Early Payment Date") if the conditions to the Tender Offer and Solicitation have been fulfilled or waived by that time.

The total consideration, which includes a consent payment, will be paid to holders who tender their Notes and provide their consents on or prior to the Consent Date. Notes tendered and consents delivered on or prior to the Consent Date may not be withdrawn or revoked after that time. Holders of Notes tendered after the Consent Date will receive the tender offer consideration which is equal to the total consideration minus the consent payment. In addition, accrued and unpaid interest will be paid on the tendered Notes up to but not including the Early Payment Date or Final Payment Date, as applicable.

The Tender Offer and the Solicitation will be conditioned on the satisfaction of certain conditions described in the Offer to Purchase. Cleaver-Brooks may amend the conditions or extend or terminate the Tender Offer and Solicitation at its sole discretion.

This press release does not constitute an offer to purchase any Notes or a solicitation of consents. Any offer to purchase the Notes or solicitation of consents will be made by means of an offer to purchase and consent solicitation statement. No offer, solicitation or purchase will be made in any jurisdiction in which such an offer, solicitation or purchase would be unlawful.

For complete information please refer to the news release published on the Cleaver-Brooks website at https://resources.cleaverbrooks.com/account/login.aspx . Cleaver-Brooks has engaged RBC Capital Markets, LLC to act as dealer manager and solicitation agent for the Tender Offer and the Solicitation and Global Bondholder Services to act as depositary and information agent for the Tender Offer. Persons with questions regarding the Tender Offer or Solicitation should contact RBC Capital Markets, LLC at (212) 618‐7843 or (877) 381‐2099. Requests for documents may be directed to Global Bondholder Services at (212) 430-3774 or (866) 470-4300.

Cleaver-Brooks provides boiler room solutions to customers in a wide range of industries and end markets around the world. The Company’s main products include firetube packaged boilers, industrial watertube boilers, modular boilers, commercial watertube packaged boilers, waste heat recovery systems, burners, boiler room accessories, and aftermarket parts and service associated with these products. For more information, access the Company’s website at http:///www.cleaver-brooks.com.

This press release contains forward-looking statements. These statements relate to future events or our future performance. All statements other than statements of historical fact may be forward-looking statements. Forward-looking statements are often, but not always, identified by the use of words such as “seek,” “anticipate,” “plan,” “continue,” “estimate,” “expect,” “may,” “will,” “project,” “predict,” “potential,” “targeting,” “intend,” “could,” “might,” “should,” “believe” and similar expressions. These statements involve known and unknown risks, uncertainties and other factors that may cause actual results or events to differ materially from those anticipated in such forward-looking statements. We believe that the expectations reflected in these forward-looking statements are reasonable but no assurance can be given that these expectations will prove to be correct and such forward-looking statements included in this press release should not be unduly relied upon. These statements speak only as of the date of this press release. Other than as required by applicable laws, we do not intend, and do not assume any obligation, to update these forward-looking statements.