Cleaver-Brooks Announces Expiration and Final Results of Tender Offer for 12.25% Senior Secured Notes Due 2016

THOMASVILLE, Ga.--(BUSINESS WIRE)--Cleaver-Brooks, Inc. (“Cleaver-Brooks”) announced today that its previously announced tender offer and consent solicitation for its outstanding 12.25% Senior Secured Notes due 2016 (the “Notes”) expired at 11:59 p.m., New York City time, on December 21, 2012 (the “Expiration Time”). Previously, Cleaver-Brooks had announced that holders of $183,255,000 aggregate principal amount of the outstanding Notes (approximately 99.06%) had validly tendered their Notes and had validly delivered the requisite consents prior to the consent date on December 7, 2012 (the “Consent Date”). All of those Notes were accepted for payment and purchased pursuant to the terms of the tender offer on December 19, 2012. Between the Consent Date and the Expiration Time, there were no additional Notes validly tendered.

On December 19, 2012, Cleaver-Brooks delivered a notice of redemption to redeem all of the remaining outstanding notes ($1,745,000 aggregate principal amount) on December 24, 2012, at the optional redemption price provided for in the Indenture, plus accrued and unpaid interest as of the redemption date, and deposited with the Trustee under the Indenture sufficient funds therefor in connection with obtaining on that date a satisfaction and discharge of the Indenture.

RBC Capital Markets, LLC acted as dealer manager and solicitation agent for the Tender Offer and the Solicitation and Global Bondholder Services acted as depositary and information agent for the Tender Offer.

Cleaver-Brooks provides boiler room solutions to customers in a wide range of industries and end markets in over 58 countries 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 associated with these products. For more information, access Cleaver-Brooks website at http://www.cleaver-brooks.com.

This press release does not constitute an offer to purchase any Notes or a solicitation of consents. No offer, solicitation or purchase will be made in any jurisdiction in which such an offer, solicitation or purchase would be unlawful.

This press release contains forward-looking statements. These statements relate to future events or the future performance of Cleaver-Brooks. 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. Cleaver-Brooks believes 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, Cleaver-Brooks does not intend, and does not assume any obligation, to update these forward-looking statements.