RBS Global, Rexnord and Rexnord Holdings Report on Exchange Offers

RBS Global and Rexnord and their parent, Rexnord Holdings, announced preliminary results of their previously announced private exchange offers.

In a release dated April 6, the company stated:

The Exchange Offers are to exchange (a) the Issuers' new 9.50 percent Senior Notes due 2014 (the "New Senior Notes") for any and all of the Issuers' 8.875 percent Senior Notes due 2016 (CUSIP/ISIN 75524DAG5 / US75524DAG51) (the "Old 2016 Notes") and (b) the New Senior Notes for any and all of Rexnord Holdings' PIK Toggle Senior Notes due 2013 (the "Old Holdco Notes" and, together with the Old 2016 Notes, the "Old Notes") (CUSIP/ISIN 76168TAB0 / US76168TAB08 and CUSIP/ISIN G4410SAA5 / USG4410SAA53).

As of 5 p.m., New York City time, April 3 (the "Early Tender Date"), (i) approximately $71 million principal amount of Old 2016 Notes had been validly tendered and not withdrawn for exchange for New Senior Notes and (ii) approximately $235.7 million principal amount of Old Holdco Notes had been validly tendered and not withdrawn for exchange for New Senior Notes.

Old Notes may still be tendered for acceptance by the Issuers and Rexnord Holdings until midnight, New York City time, on April 21, unless the Exchange Offers are terminated or withdrawn earlier, or unless either of them is extended (such time and date, as the same may be extended, the "Expiration Date"), although the Withdrawal Deadline has passed and tenders may no longer be withdrawn. The Exchange Offers are not conditioned on a minimum principal amount of Old Notes being tendered or the issuance of a minimum principal amount of New Senior Notes. However, the Exchange Offers are subject to certain other conditions. In addition, the Issuers and Rexnord Holdings have the right to amend, terminate or withdraw any of the Exchange Offers, at any time and for any reason, including if any of the conditions to the Exchange Offers are not satisfied. The terms of the Exchange Offers are described more fully in the confidential offering memorandum (the "Offering Memorandum") that was prepared in connection with the Exchange Offers.

The New Senior Notes have not been registered under the Securities Act of 1933, as amended (the "Securities Act"), and may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements of the Securities Act.

The Exchange Offers are being made only to qualified institutional buyers and accredited investors and outside the United States to persons other than U.S. persons. The Exchange Offers are made only by, and pursuant to, the terms set forth in the Offering Memorandum, and the information in this press release is qualified by reference to the Offering Memorandum and the accompanying letter of transmittal.

Documents relating to the Exchange Offers, including the Offering Memorandum, will only be distributed to holders who complete and return a letter of eligibility confirming that they are within the category of eligible investors for the Exchange Offers. Noteholders who desire a copy of the eligibility letter should contact D.F. King & Co, the information agent and exchange agent for the Exchange Offers, at (800) 431-9645 (Toll-Free) or (212) 269-5550 (Collect).

Headquartered in Milwaukee, Wisconsin, Rexnord is a diversified multi-platform industrial company comprised of two key platforms: Power Transmission and Water Management, with approximately 6,300 employees worldwide.

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Related terms: industrial, new york, securities, water