Generac Announces Proposed Offering of $425 Million of Senior Notes due 2020
May 11 2012 - 7:00AM
Business Wire
Generac Holdings Inc. (NYSE: GNRC, the “Company”), a designer
and manufacturer of generators and other engine powered products,
today announced that its indirect wholly owned subsidiary, Generac
Power Systems, Inc., is proposing to offer and sell, subject to
market and other conditions, up to $425 million in aggregate
principal amount of its senior notes due 2020. The notes will be
offered only to qualified institutional buyers in accordance with
Rule 144A and to non-U.S. Persons under Regulation S under the
Securities Act of 1933, as amended (the “Securities Act”).
The purpose of the proposed offering is to, among other things,
fund a special cash dividend on the Company’s outstanding common
stock, to refinance the Company’s existing indebtedness and to pay
related fees and expenses.
The notes to be offered will not be registered under the
Securities Act or any state securities laws. As a result, they may
not be offered or sold in the United States or to any U.S. persons
except pursuant to an applicable exemption from, or in a
transaction not subject to, the registration requirements of the
Securities Act.
This news release does not constitute an offer to sell, or a
solicitation of an offer to buy, any securities, nor shall there be
any sale of the notes in any state in which such offer,
solicitation or sale would be unlawful prior to registration or
qualification under the securities laws of any such state. Any
offering of securities will be made only by means of the
confidential offering memorandum. This press release is being
issued pursuant to and in accordance with Rule 135c under the
Securities Act.
Forward-looking Information
Certain statements contained in this news release, as well as
other information provided from time to time by Generac Holdings
Inc. or its employees, may contain forward looking statements that
involve risks and uncertainties that could cause actual results to
differ materially from those in the forward looking statements.
Forward-looking statements give Generac's current expectations and
projections relating to the Company's financial condition, results
of operations, plans, objectives, future performance and business.
You can identify forward-looking statements by the fact that they
do not relate strictly to historical or current facts. These
statements may include words such as "anticipate," "estimate,"
"expect," "project," "plan," "intend," "believe," "confident,"
"may," "should," "can have," "likely," "future" and other words and
terms of similar meaning in connection with any discussion of the
timing or nature of future operating or financial performance or
other events.
Any such forward looking statements are not guarantees of
performance or results, and involve risks, uncertainties (some of
which are beyond the Company's control) and assumptions. Although
Generac believes any forward-looking statements are based on
reasonable assumptions, you should be aware that many factors could
affect Generac's actual financial results and cause them to differ
materially from those anticipated in any forward-looking
statements, including:
- demand for Generac products;
- frequency of major power outages;
- availability, cost and quality of raw
materials and key components used in producing Generac
products;
- the possibility that the expected
synergies, efficiencies and cost savings of the acquisition of the
Magnum Products business will not be realized, or will not be
realized within the expected time period;
- the risk that the Magnum Products
business will not be integrated successfully;
- competitive factors in the industry in
which Generac operates;
- Generac's dependence on its
distribution network;
- Generac's ability to invest in, develop
or adapt to changing technologies and manufacturing
techniques;
- Generac's ability to adjust to
operating as a public company;
- loss of key management and
employees;
- increase in liability claims; and
- changes in environmental, health and
safety laws and regulations.
Should one or more of these risks or uncertainties materialize,
Generac's actual results may vary in material respects from those
projected in any forward-looking statements. A detailed discussion
of these and other factors that may affect future results is
contained in Generac's filings with the U.S. Securities and
Exchange Commission (“SEC”).
Any forward-looking statement made by Generac in this press
release speaks only as of the date on which it is made. Generac
undertakes no obligation to update any forward-looking statement,
whether as a result of new information, future developments or
otherwise, except as may be required by law.
SOURCE: Generac Holdings Inc.
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