New Term Loan Completes Financing Arrangements for Acquisition of Thomas
Industries Inc.
QUINCY, Ill., May 13 /PRNewswire-FirstCall/ -- Gardner Denver, Inc.
(NYSE: GDI) announced today that it has amended its existing credit agreement
to provide for a new $380 million five-year senior secured term loan facility
from a syndicate of 22 lenders in connection with its planned acquisition of
Thomas Industries Inc. (NYSE: TII). The new credit agreement also restates
Gardner Denver's existing $225 million revolving credit facility. J.P. Morgan
Securities Inc. and Bear, Stearns & Co. Inc. served as Joint Lead Arrangers
and Joint Book Runners for the new term loan facility, and J.P. Morgan
Securities Inc. served as sole Lead Arranger and sole Book Runner for the
restated revolving credit facility. Funding of the $380 million term loan
facility and of the restated revolving credit facility is subject to
completion of the Thomas acquisition and other customary closing conditions.
In the interim, Gardner Denver's existing revolving credit and term loan
facility will remain in place. Gardner Denver plans to use the proceeds from
the new term loan to finance the pending Thomas acquisition and to retire the
outstanding balance of approximately $146 million under its existing senior
secured term loan. Based on the current three-month LIBOR interest rate, the
initial interest rate on the new term loan would be approximately 5.0%.
This $380 million term loan facility in this amended credit agreement is
the third of three financing transactions recently announced by Gardner Denver
in connection with the Thomas acquisition. The Company also announced a
public offering of 5,658,000 shares of common stock and a private placement of
$125 million of senior subordinated notes.
The Thomas acquisition is expected to close by the end of third quarter of
2005, subject to regulatory approvals, the approval of Thomas' shareholders,
and other customary closing conditions.
Cautionary Statement Regarding Forward-Looking Statements
All of the statements in this release, other than historical facts, are
forward-looking statements made in reliance upon the safe harbor of the
Private Securities Litigation Reform Act of 1995, including, without
limitations, the expected timing and completion of the Thomas Industries
acquisition. Actual results regarding the timing and completion of such
acquisition could differ materially from the above statement due to various
uncertainties and factors, including, without limitation, the risk that
conditions to completion of the acquisition are not satisfied, including the
receipt of necessary required approvals or clearances from antitrust
regulatory authorities, the approval of the Thomas Industries' stockholders
and other customary closing conditions set forth in the merger agreement. As
a general matter, forward-looking statements are those focused upon
anticipated events or trends and expectations and beliefs relating to matters
that are not historical in nature. Such forward-looking statements are
subject to uncertainties and factors relating to the Company's operations and
business environment, all of which are difficult to predict and many of which
are beyond the control of the Company. These uncertainties and factors could
cause actual results to differ materially from those matters expressed in or
implied by such forward-looking statements.
Gardner Denver, with 2004 revenues of $740 million ($896 million on a pro
forma basis including the acquisition of Nash Elmo, which was completed in
September 2004), is a leading worldwide manufacturer of reciprocating, rotary
and vane compressors, liquid ring pumps and blowers for various industrial and
transportation applications, pumps used in the petroleum and industrial
markets, and other fluid transfer equipment serving chemical, petroleum, and
food industries. Gardner Denver's news releases are available by visiting the
Investor Relations page on the Company's website
( http://www.gardnerdenver.com ).
SOURCE Gardner Denver, Inc.
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Related links:
http://www.gardnerdenver.com
Company News On-Call:
http://www.prnewswire.com/comp/303875.html
CONTACT:
Helen W. Cornell, Vice President, Finance and
CFO of Gardner Denver, Inc., +1-217-228-8209
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