SHELTON, Conn., Nov 08, 2010 (BUSINESS WIRE) -- Hubbell Incorporated (NYSE: HUBA, HUBB) announced today that it commenced a cash tender offer for any and all of its outstanding 6.375% Notes due 2012 (the "Notes"). There is currently $200 million aggregate principal amount of the Notes outstanding. The tender offer is being made pursuant to an Offer to Purchase (the "Offer to Purchase") and related Letter of Transmittal (the "Letter of Transmittal"), which set forth a complete description of the terms of the tender offer, including the calculation of the cash purchase price. Holders of the Notes are urged to read the Offer to Purchase and the related Letter of Transmittal carefully before making any decisions with respect to the tender offer.
The tender offer will expire at 5:00 p.m., New York City time, on November 16, 2010 (the "Expiration Time"), unless extended or earlier terminated. To be eligible to receive the Purchase Price (defined below), holders of the Notes must validly tender and not validly withdraw their Notes prior to the Expiration Time. Tendered Notes may be withdrawn at any time at or before, but not after, the expiration of the tender offer.
The following table summarizes the material pricing terms of the tender offer:
|Title of Security||CUSIP Number||
|U.S. Treasury Reference Security||
|6.375% Notes due 2012||443510AD4||$ 200,000,000||1.375% due May 15, 2012||PX4||20|
The purchase price per $1,000 principal amount of the Notes validly tendered in the tender offer at or prior to the Expiration Time and accepted for purchase (the "Purchase Price") will be determined in the manner described in the Offer to Purchase by reference to a fixed spread of 20 basis points over the bid-side yield to maturity of the 1.375% U.S. Treasury Notes due May 15, 2012, calculated as of 2:00 p.m., New York City time, on November 16, 2010. In addition, holders of Notes validly tendered and accepted for purchase will receive accrued and unpaid interest on the Notes up to, but not including, the settlement date. Hubbell expects the settlement date to occur on the next business date following the expiration of the tender offer.
The tender offer is subject to the satisfaction of certain conditions set forth in the Offer to Purchase, including the consummation of the issuance and sale by Hubbell of the new issue of senior notes launched in a public offering by Hubbell today.
If any Notes remain outstanding following the tender offer, the Company intends to redeem them in accordance with their terms.
Hubbell has retained J.P. Morgan Securities LLC and Wells Fargo Securities, LLC to serve as the dealer managers and D.F. King & Co. to serve as the depositary and information agent for the tender offer.
Requests for documents may be directed to D.F. King & Co. by telephone at (800) 628-8536 or in writing at 48 Wall Street--22nd Floor, New York, New York 10005. Questions regarding the tender offer may be directed to J.P. Morgan Securities LLC at (866) 384-4666 (toll-free) or (212) 834-3424 (collect) or Wells Fargo Securities, LLC at (866) 309-6316 (toll-free) or (704) 715-8339 (collect).
This press release shall not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of the Notes or any other securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction. The tender offer is being made only by and pursuant to the terms of the Offer to Purchase and the Letter of Transmittal. None of Hubbell, the dealer managers or the depositary and information agent makes any recommendations as to whether holders should tender their Notes pursuant to the tender offer. The offering of the new senior notes is being made only by means of a prospectus and related prospectus supplement included as part of an effective shelf registration statement previously filed with the Securities and Exchange Commission. Copies of the prospectus and related prospectus supplement regarding the offering of the new senior notes may be obtained from Hubbell at 40 Waterview Drive, Shelton, Connecticut 06484-1000.
Certain statements contained herein may constitute "forward-looking statements" intended to qualify for the safe harbor from liability established by the Private Securities Litigation Reform Act of 1995. These forward-looking statements include statements about the timing of the tender offer, the redemption of any remaining Notes and the offering of the new senior notes and are based on our reasonable current expectations. Forward-looking statements may be identified by the use of forward-looking words, such as "intends," "expect" and similar words and phrases. Factors, among others, that could cause our actual future actions to differ materially from those described in forward-looking statements include, but are not limited to market conditions and other factors described in our SEC filings. Any such forward looking statements are not guarantees of future performances and actual results, developments and business decisions may differ from those contemplated by such forward-looking statements.
Hubbell Incorporated is an international manufacturer of quality electrical and electronic products for a broad range of non-residential and residential construction, industrial and utility applications. With 2009 revenues of $2.4 billion, Hubbell Incorporated operates manufacturing facilities in the United States, Canada, Switzerland, Puerto Rico, Mexico, the People's Republic of China, Italy, the United Kingdom, Brazil and Australia. Hubbell also participates in joint ventures in Taiwan and Hong Kong, and maintains sales offices in Singapore, the People's Republic of China, Mexico, South Korea, and the Middle East. The corporate headquarters is located in Shelton, CT.
SOURCE: Hubbell Incorporated
William R. Sperry, 475-882-4000