Dec 11, 2017   SOURCE: BusinessWire

Cleaver-Brooks Announces Early Tender and Consent Solicitation Results for Tender Offer and Consent Solicitation for its 8.750% Senior Secured Notes Due 2019 and 9.75% Senior Secured Notes Due 2019

Cleaver-Brooks, Inc. ("Cleaver-Brooks") announced today the early tender and consent solicitation results for its previously announced tender offer and consent solicitation (the “Tender Offer and Solicitation”) with respect to its (i) outstanding 8.750% Senior Secured Notes due 2019 (the "8.750% Notes") and (ii) outstanding 9.75% Senior Secured Notes Due 2019 (the “9.75% Notes” and, together with the 8.750% Notes, the “2019 Notes”).

Early Tender Results

Cleaver-Brooks announces that, according to information provided by Global Bondholder Services Corporation, the depositary and information agent for the Tender Offer and Solicitation, that approximately 86.55% of the outstanding principal amount of the 8.750% Notes have been validly tendered and not validly withdrawn pursuant to the Tender Offer and Solicitation and 100.00% of the outstanding principal amount of the 9.75% Notes have been validly tendered and not validly withdrawn pursuant to the Tender Offer and Solicitation as of 5:00 p.m. New York City time, on December 8, 2017 (the “Early Tender Date”). For more information, access the Company’s website at http://www.cleaver-brooks.com.

In addition, accrued and unpaid interest will be paid on all of the 2019 Notes validly tendered and not withdrawn prior to the Early Tender Date up to but not including the Early Tender Date.

All of the 2019 Notes validly tendered and not withdrawn as of the Early Tender Date will be accepted for purchase by Cleaver-Brooks. The withdrawal deadline with respect to the 2019 Notes has expired. Accordingly, validly tendered 2019 Notes tendered through expiration of the Tender Offer and Solicitation may not be withdrawn, except as set forth in the Offer to Purchase dated November 27, 2017 describing the terms of the Tender Offer and Solicitation (the “Offer to Purchase”).

In connection with the Tender Offer and Solicitation, tendering holders of 8.750% Notes consented to amendments to the indenture governing the 8.750% Notes. The amendments (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 8.750% 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 8.750% Notes. The amendments to the indenture governing the 8.750% Notes are effective as of today, with approximately 86.55% of the outstanding principal amount of the 8.750% Notes validly tendered and not validly withdrawn pursuant to the Tender Offer and Solicitation.

As 100.00% of the outstanding principal amount of the 9.75% Notes have been validly tendered and not validly withdrawn pursuant to the Tender Offer and Solicitation, Cleaver-Brooks intends to satisfy and discharge its obligations under the indenture governing the 9.75% Notes in accordance with the applicable provisions of such indenture

About the Tender Offer

The Tender Offer and Solicitation 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 2019 Notes not validly tendered and accepted for purchase prior to the Early Tender Date and validly tendered and delivered (and not validly revoked) will be made on a date promptly following the Expiration Time (the "Final Payment Date"). The consent payment of $30 per $1,000 of principal amount of 2019 Notes will not be paid to holders who tender 2019 Notes after the Early Tender Date. Holders of 2019 Notes tendered after the Early Tender Date will receive the tender offer consideration which is equal to the total consideration minus the consent payment, or $997.25 and $1,000.55 per $1,000 principal amount of 8.750% Notes and 9.75% Notes, respectively, tendered. In addition, accrued and unpaid interest will be paid on the tendered 2019 Notes up to but not including the Final Payment Date. Any 2019 Notes tendered and not accepted for purchase will be promptly returned to the tendering party following the expiration or termination of the Tender Offer and Solicitation.

The Tender Offer and the Solicitation is 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.

Planned Redemption of 2019 Notes

Cleaver-Brooks plans to notify holders of 2019 Notes that it intends to redeem all 2019 Notes that remain outstanding after the Expiration Date, with such redemption expected to occur on December 26, 2017.

This press release does not constitute an offer to purchase any 2019 Notes or a solicitation of consents. Any offer to purchase the 2019 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.

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].

About Cleaver-Brooks

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.