THOMASVILLE, Ga.--(BUSINESS WIRE)--Cleaver-Brooks, Inc. (“Cleaver-Brooks” or the “Company”), announced today that it is commencing a private placement of approximately $40 million in aggregate principal amount of senior secured notes due 2019 (the “Notes”). The Notes will be secured by a third priority lien on all of the Company’s present and future assets that secure the Company’s existing 8.750% Senior Secured Notes due 2019 and asset based revolving facility.
The net proceeds from the sale of the Notes, together with other capital sources, are expected to be used to fund the previously disclosed acquisition by Cleaver-Brooks of a related business and pay related costs and expenses.
The Notes have not been and will not be registered under the Securities Act of 1933, as amended (the “Securities Act”), or the securities laws of any other jurisdiction. The notes may not be offered or sold within the United States or to U.S. persons, except in reliance on an exemption from, or a transaction not subject to, the registration requirements of the Securities Act. This notice shall not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of the notes in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction.
Cleaver-Brooks, a world-renowned provider of boiler room products and systems, is committed to providing efficient solutions that help its customers and the industry reduce energy usage, cost and environmental impact. As the pioneer of packaged firetube and watertube boilers, Cleaver-Brooks is the only manufacturer in the world to offer an entirely integrated boiler room solution for any size application. Its products are backed by a world-class representative network offering superior aftermarket services and solutions. For more information, access Cleaver-Brooks website at www.cleaver-brooks.com.
This press release contains “forward-looking statements” within the meaning of Section 21E of the Securities Exchange Act, as amended, and Section 27A of the Securities Act of 1933, as amended. 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.