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8-K - FORM 8-K - Victor Technologies Group, Inc. | c61337e8vk.htm |
Exhibit 99.1
THERMADYNE HOLDINGS CORPORATION ANNOUNCES OFFERING OF UP TO $250,000,000 SENIOR SECURED NOTES
ST. LOUIS, MO November 10, 2010 Thermadyne Holdings Corporation (NASDAQ:THMD) today announced
that Razor Merger Sub Inc. intends to offer up to $250,000,000 of senior secured notes in
connection with the acquisition of Thermadyne by affiliates of Irving Place Capital. The
consummation 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. The notes will be issued by
Razor Merger Sub Inc. Thermadyne 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 |