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8-K - FORM 8-K - Victor Technologies Group, Inc. | c61517e8vk.htm |
Exhibit 99.1
THERMADYNE HOLDINGS CORPORATION ANNOUNCES PRICING OF AND INCREASE IN OFFERING OF SENIOR SECURED NOTES
ST. LOUIS, MO November 18, 2010 Thermadyne Holdings Corporation (NASDAQ:THMD) today announced
that Razor Merger Sub Inc. has priced a private offering of senior secured notes due 2017 in
connection with the acquisition of Thermadyne by affiliates of Irving Place Capital. The offering
was increased to $260,000,000 from the originally announced offering of $250,000,000. The notes
will be sold to investors at a price of 100% of the principal amount thereof and will bear interest
at a rate equal to 9% per annum. The offering is expected to close on December 3, 2010. The
closing of the notes offering is subject to market and other conditions including, without
limitation, the closing of the merger described below.
Razor Merger Sub Inc. was formed in connection with Thermadynes previously announced agreement to
merge with an entity controlled by affiliates of Irving Place Capital. Thermadyne and certain of
its domestic and foreign subsidiaries will assume all of the obligations under the notes upon
consummation of the merger. The net proceeds from the offering of the notes, together with other
financing sources, will be used to consummate the merger and pay related fees and expenses.
The notes have not been registered under the Securities Act of 1933, as amended, and, unless so
registered, may not be offered or sold in the United States absent registration or an applicable
exemption from the registration requirements of the Securities Act and other applicable securities
laws.
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 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.
Cautionary Statement Concerning Forward-Looking Information
This press release contains certain forward-looking statements within the meaning of the Private
Securities Litigation Reform Act of 1995, including but not limited to, statements relating to the
expected completion and timing of the acquisition. These forward-looking statements involve certain
risks and uncertainties that could cause actual results to differ materially from those indicated
in such forward-looking statements, such as the condition of the financing markets and other risks
as identified in Thermadynes Annual Report on Form 10-K for the fiscal year ended December 31,
2009, and Thermadynes most recent Quarterly Report on Form 10-Q, each as filed with the Securities
and Exchange Commission (the SEC), which contain and identify important factors that could cause
the actual results to differ materially from those contained in the forward-looking statements.
Thermadyne undertakes no obligation to correct or update any forward-looking statements, whether as
a result of new information, future events or otherwise. You are advised, however, to consult any
future disclosure Thermadyne makes on related subjects.
CONTACT: | Thermadyne Holdings Corporation Debbie Bockius 636-728-3031 |