Financing Arrangements for Acquisition of Thomas Industries


Gardner Denver, Inc. announced 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.

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.

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