Playtex Products, Inc. Commences Debt Tender Offers and Consent Solicitations
06 9월 2007 - 6:18AM
PR Newswire (US)
WESTPORT, Conn., Sept. 5 /PRNewswire-FirstCall/ -- Playtex
Products, Inc. (the "Company") announced today that it has
commenced a tender offer for all of its outstanding $290,205,000
aggregate principal amount of 8% Senior Secured Notes Due 2011
(CUSIP No. 72813PAK6) (the "8% Notes") and outstanding $288,721,000
aggregate principal amount of 9-3/8% Senior Subordinated Notes Due
2011 (CUSIP No. 72813PAH3) (the "9-3/8% Notes" and together with
the 8% Notes, the "Notes"). In conjunction with the tender offer,
for each series of Notes, the Company is soliciting the consent of
the holders of a majority in aggregate principal amount of the
outstanding Notes in such series, to eliminate substantially all of
the restrictive covenants contained in the indenture governing such
Notes. Subject to certain conditions described in the Offer to
Purchase and Consent Solicitation dated September 5, 2007 (the
"Offer to Purchase"), holders who validly tender Notes and deliver
consents at or prior to 5:00 p.m., New York City time, on September
19, 2007, unless such time is extended (the "Consent Date"), will
be entitled to receive the Total Consideration (as described
below), which includes a consent payment of $30.00 per $1,000
principal amount of Notes (the "Consent Payment"). Holders who
validly tender and deliver Notes after the Consent Date but at or
prior to 5:00 p.m., New York City time, on October 3, 2007, unless
such time is extended (the "Expiration Date"), will be entitled to
receive the Tender Offer Consideration, which is equal to the Total
Consideration less the Consent Payment. Assuming that all
conditions to the tender offers have been satisfied or waived,
payment will be made promptly following the Company's acceptance of
such tendered Notes which it currently expects to be on or about
October 1, 2007 (the "Initial Payment Date"). The Total
Consideration for each $1,000 principal amount of 8% Notes validly
tendered and not validly withdrawn prior to the Consent Date will
be an amount equal to (i) the sum of (a) the present value as of
the Initial Payment Date of $1,040.00 on March 1, 2008 (the "8%
Notes First Call Date") plus (b) the present value as of the
Initial Payment Date of the interest payment that is scheduled to
be paid on the 8% Notes from the most recent interest payment date
until the 8% Notes First Call Date, in each case discounted on the
basis of the yield equal to (x) the yield on the 4-5/8% U.S.
Treasury Notes due February 29, 2008, as calculated by the Dealer
Manager in accordance with standard market practice, as of 2:00
p.m., New York City time, at least ten business days prior to the
Expiration Date, plus (y) 50 basis points, minus (ii) accrued and
unpaid interest from, and including, the most recent interest
payment date to, but not including, the Initial Payment Date. The
Total Consideration for each $1,000 principal amount at maturity of
9-3/8% Notes validly tendered and not validly withdrawn prior to
the Consent Date will be $1,033.75. All Notes accepted for payment
will also receive accrued and unpaid interest up to, but not
including, the applicable payment date. The Offer to Purchase and
this notice is not an offer to sell or a solicitation to buy any
securities. The Company's obligation to accept for purchase and to
pay the Total Consideration or Tender Offer Consideration, as
applicable, for each of the Notes validly tendered in the tender
offer is subject to, and conditioned upon, the satisfaction of or
waiver of the following: (1) the Company shall have received
consents which have not been revoked in respect of at least a
majority in principal amount of the Notes of such series, and (2)
that all conditions to the closing of the previously announced
merger with Energizer Holdings, Inc. have been satisfied, or will
be satisfied on the date of such purchase. The Company reserves the
right, in its sole discretion, to waive any or all conditions of
the tender offers on or prior to the acceptance date. The tender
offers are being made only pursuant to the Offer to Purchase. The
Company has retained Banc of America Securities LLC to serve as the
exclusive Dealer Manager and Solicitation Agent for the tender
offers and Global Bondholder Services Corporation to serve as the
Information Agent. Requests for documents may be directed to Global
Bondholder Services Corporation by telephone at 866-470-4300 (U.S.
toll-free). Questions regarding the tender offers and consent
solicitations may be directed to Banc of America Securities LLC,
High Yield Special Products at 888-292-0070 (U.S. toll-free) or
704-388-9217 (collect). About Playtex Products, Inc. Celebrating 75
years of innovation, Playtex Products, Inc. is a leading
manufacturer and distributor of a diversified portfolio of Skin
Care, Feminine Care, and Infant Care products, including Banana
Boat, Hawaiian Tropic, Wet Ones, Playtex gloves, Playtex tampons,
Playtex infant feeding products, and Diaper Genie. About Energizer
Holdings, Inc. Energizer Holdings, Inc., headquartered in St.
Louis, Missouri, is a global leader in the dynamic business of
providing portable power and ranks among the world's largest
manufacturers of primary batteries and flashlights. Anchored by our
universally recognized and respected Energizer and Eveready brands,
the portfolio of products includes household batteries, specialty
batteries and battery-powered lighting products. Energizer is also
the parent company of Schick-Wilkinson Sword, the second largest
manufacturer of wet shave products in the world. With two widely
recognized personal care brands, SWS competes successfully in all
three segments of the global wet shave category - men's systems,
women's systems and disposables. Energizer trades on the New York
Stock Exchange under the symbol ENR. DATASOURCE: Playtex Products,
Inc.; Energizer Holdings, Inc. CONTACT: Banc of America Securities
LLC, 1-888-292-0070, or collect, +1-704-388-9217, for Playtex
Products, Inc. and Energizer Holdings, Inc.
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