ITT Holdings Announces Planned Offering of $1.22 Billion of Senior Notes
ITT Holdings LLC (“ITT”) announced today that it intends to offer $1.22 billion aggregate principal amount of senior notes due 2029 (the “notes”) in an unregistered offering, subject to market conditions.
ITT intends to use the gross proceeds of the offering of the notes, in combination with proceeds from the company’s senior secured credit facilities, (i) to redeem all of its outstanding private placement notes, (ii) to redeem all of its tax-exempt bonds, (iii) to repay certain other indebtedness, including outstanding borrowings under a term loan credit facility at RS Ivy Holdco, Inc., (iv) to pay related premiums and accrued and unpaid interest on such indebtedness and fees, and expenses in connection therewith and (v) to fund a distribution to its equity owners.
The notes have not been, and will not be, registered under the Securities Act of 1933, as amended (the “Securities Act”), or under the securities laws of any state or other jurisdiction. Unless they are registered, the notes may be offered only in transactions that are exempt from registration under the Securities Act and applicable state securities laws. The notes will be offered only to persons reasonably believed to be qualified institutional buyers in an offering exempt from registration in reliance on Rule 144A under the Securities Act and to non-U.S. persons outside the United States under Regulation S of the Securities Act.
This press release does not constitute an offer to sell or a solicitation of an offer to buy the notes or any other securities of ITT, nor shall there be any sale of the notes in any state or jurisdiction in which such an offer, solicitation, or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction.
