Actuant Announces Completion of Key Components, Inc. Acquisition and Equity Offering.MILWAUKEE -- Actuant Corporation (NYSE NYSE See: New York Stock Exchange :ATU (ADSL Transceiver Unit) A device that provides ADSL modulation of the telephone line. The device at the telco side is the ATU-C (Central), which is a line card plugged into the DSLAM. ) announced today the completion of its acquisition of Key Components, Inc. ("KCI KCI Kansas City International (airport) KCI Kennel Club of India KCI Key Club International KCI Korea Concrete Institute KCI Kitchener Collegiate Institute KCI Kids Central, Inc. KCI The Kitchen Collection, Inc. KCI Kodak Canada Inc. ") on December 27, 2004 and its public equity offering on December 28, 2004. The company issued 2,875,000 shares of Class A common stock in the offering at a price of $49.50 per share, which included 375,000 shares to cover underwriter over-allotments. Immediately following the offering, the company had approximately 26,900,000 Class A common shares outstanding. Wachovia Securities served as sole book runner Book Runner The managing or lead underwriter who maintains the books of securities sold for a new issue. Notes: In other words, this person is the underwriter who "runs" the books. Often the book runner is given credit for the total size of the deal. , JPMorgan and UBS UBS Union Bank of Switzerland UBS United Bible Societies UBS United Blood Services UBS United Buying Service UBS Used Bookstore UBS University Business Services UBS Universal Building Society (UK) UBS Ulaanbaatar Broadcasting System Investment Bank served as joint lead managers, and Robert W. Baird Robert Wilson Baird (born April 1, 1883) helped found the financial services firm that bears his name and led it for more than 40 years. Baird’s father was a professor of Greek literature at Northwestern University in Evanston, Illinois, where Baird grew up. & Co. and Bear, Stearns & Co. Inc. served as co-managers for this offering. Total consideration paid for the previously announced KCI acquisition was approximately $315 million, including the assumption of $80 million of KCI's 10.5% senior notes (the "KCI Notes"). The cash portion of the KCI acquisition was funded with proceeds from $250 million of newly issued term loans under the company's senior credit facility, which was amended concurrently with the closing of the KCI acquisition. Actuant has initiated actions to redeem all of the KCI Notes, and expects to complete the redemption in January 2005. Cash proceeds from the equity offering, net of underwriting discounts and expenses, were approximately $134 million and will be used to fund the KCI Notes redemption and reduce revolving credit Revolving Credit A line of credit where the customer pays a commitment fee and is then allowed to use the funds when they are needed. It is usually used for operating purposes, fluctuating each month depending on the customers current cash flow needs. borrowings. A copy of the final prospectus supplement and prospectus relating to the offering may be obtained from Wachovia Securities, 7 St. Paul Street, First Floor, Baltimore, Maryland 21202 (Attention: Equity Syndicate Desk). These documents may also be obtained from the Securities and Exchange Commission and over the Internet at the SEC's web site at http://www.sec.gov. Wachovia Securities is a trade name for Wachovia Capital Markets, LLC (Logical Link Control) See "LANs" under data link protocol. LLC - Logical Link Control . Actuant, headquartered in Milwaukee, Wisconsin, is a diversified industrial company with operations in over 20 countries. The Actuant businesses are market leaders in highly engineered position and motion control systems and branded hydraulic and electrical tools. Products are offered under such established brand names as A.W. Sperry, Dresco, Enerpac, Gardner Bender, Kopp, Kwikee, Milwaukee Cylinder, Nielsen Sessions, Power-Packer, Power Gear and Yvel. For further information on Actuant and its business units, visit the Company's website at www.actuant.com. Safe Harbor Certain of the above comments represent forward-looking statements made pursuant to the provisions of the Private Securities Litigation Reform Act The Private Securities Litigation Reform Act of 1995 (PSLRA) implemented several significant substantive changes affecting certain cases brought under the federal securities laws, including changes related to pleading, discovery, liability, class representation and awards fees and of 1995. Management cautions that these statements are based on current estimates of future performance and are highly dependent upon a variety of factors, which could cause actual results to differ from these estimates. Actuant's results are also subject to general economic conditions, variation in demand from customers, the impact of geopolitical ge·o·pol·i·tics n. (used with a sing. verb) 1. The study of the relationship among politics and geography, demography, and economics, especially with respect to the foreign policy of a nation. 2. a. activity on the economy, continued market acceptance of the Company's new product introductions, the successful integration of acquisitions and related restructuring, operating margin risk due to competitive pricing and operating efficiencies, supply chain risk, material and labor cost increases, foreign currency fluctuations and interest rate risk. See the prospectus and the Company's annual, quarterly, and current reports filed with the Securities and Exchange Commission for further information regarding risk factors. |
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