American Piping Products Inc., an ISO-certified global distributor to the oil and gas, refining and petrochemical, and power generation industries of seamless carbon steel pipes, chrome moly and alloy steel pipes, welded steel pipes and fittings and flanges, has received tenders and related consents from holders of $93,057,000 aggregate principal amount of its 12⅞% senior secured notes due 2017 (CUSIP Nos. 02902P AA7 and U0289P AA1) prior to the consent payment deadline of 5 p.m., New York City time, on June 11.
The complete terms and conditions of the cash tender offer and consent solicitation are detailed in the company's offer to purchase and consent solicitation statement dated May 29, and the related consent and letter of transmittal.
The tenders of notes and related consents received by the company and not validly withdrawn prior to the consent payment deadline represent 100% of the aggregate principal amount of the notes outstanding. Accordingly, the company and the trustee and collateral agent for the notes have entered into a supplemental indenture that will eliminate a significant portion of the restrictive covenants and eliminate certain events of default contained in the indenture governing the notes, release all of the collateral securing the obligations of the company and the guarantors under the notes, and amend the number of days prior to any redemption date that the company must send a notice of redemption. The supplemental indenture will become operative only upon the acceptance of the tendered notes for purchase by the company.
The company currently expects to accept for payment all of the notes validly tendered prior to the consent payment deadline on or about June 26. Each holder who validly tendered its notes prior to the consent payment deadline will receive, if such notes are accepted for purchase pursuant to the tender offer, the total consideration of $1,064.38 per $1,000 principal amount of notes tendered (which amount includes a consent payment of $5.00 per $1,000 principal amount of nNotes), plus any accrued and unpaid interest on the Notes up to, but not including, the payment date for the notes.
The tender offer remains open and is scheduled to expire at 9 a.m., New York City time, on June 26, unless extended or earlier terminated. Because the withdrawal deadline has passed, tendered notes may no longer be withdrawn, except to the extent required by applicable law.