0001171843-11-000927.txt : 20110405 0001171843-11-000927.hdr.sgml : 20110405 20110405165213 ACCESSION NUMBER: 0001171843-11-000927 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20110330 ITEM INFORMATION: Triggering Events That Accelerate or Increase a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20110405 DATE AS OF CHANGE: 20110405 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Thermon Holding Corp. CENTRAL INDEX KEY: 0001497822 STANDARD INDUSTRIAL CLASSIFICATION: ELECTRICAL INDUSTRIAL APPARATUS [3620] IRS NUMBER: 260249310 STATE OF INCORPORATION: DE FISCAL YEAR END: 0331 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 333-168915-05 FILM NUMBER: 11740661 BUSINESS ADDRESS: STREET 1: 100 THERMON DRIVE CITY: SAN MARCOS STATE: TX ZIP: 78666 BUSINESS PHONE: 5123965801 MAIL ADDRESS: STREET 1: 100 THERMON DRIVE CITY: SAN MARCOS STATE: TX ZIP: 78666 8-K 1 f8k_040511.htm FORM 8-K
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
 
FORM 8-K


CURRENT REPORT
Pursuant to Section 13 or 15(d) of
The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): March 30, 2011

THERMON HOLDING CORP.
 
(Exact name of registrant as specified in its charter)


     
Delaware
333-168915-05
26-0249310
(State or Other Jurisdiction
 of Incorporation)
(Commission
File Number)
(IRS Employer
Identification No.)

100 Thermon Drive
San Marcos, Texas 78666
 (Address of principal executive offices) (zip code)

(512) 396-5801
(Registrant’s telephone number, including area code)


 
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
 
[ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
 
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
 
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
 
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
 
 
 
 
Item 2.04.
Triggering Events That Accelerate or Increase a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement.

On March 30, 2011, Thermon Industries, Inc. (the “Issuer”), a wholly-owned subsidiary of the registrant, called for redemption of a portion of its outstanding 9.500% Senior Secured Notes due 2017, CUSIP No. 88362R AC1 (the “Notes”).  The Issuer will redeem $21.0 million aggregate principal amount of the outstanding $210.0 aggregate principal amount of the Notes.  The redemption price of the Notes is 103% of the principal amount redeemed, plus accrued and unpaid interest thereon until the redemption date, payable in cash.  The redemption date will be April 29, 2011.  The redemption will be financed from cash generated from operations.

The Notes were issued and the redemption will be effected pursuant to the provisions of the Indenture, dated as of April 30, 2010, between the Issuer, as successor by merger to Thermon Finance, Inc., and The Bank of New York Mellon Trust Company, N.A., as trustee and collateral agent (the “Trustee”), and the First Supplemental Indenture, dated as of April 30, 2010, among the Issuer, the Trustee and the guarantors party thereto, including the registrant.

A copy of the Notice of Partial Redemption dated March 30, 2011 relating to the redemption in part of the Notes is incorporated by reference herein as Exhibit 99.1.
 
On April 5, 2011, the Issuer issued a press release discussing the foregoing, which is incorporated by reference herein as Exhibit 99.2


Item 9.01.
Financial Statements and Exhibits.

Number
  
Description
99.1
  
Notice of Partial Redemption to the Holders of 9.500% Senior Secured Notes due 2017 of Thermon Industries, Inc., dated March 30, 2011
     
99.2
   Press release, dated April 5, 2011
 
 
 

 
 
 
 
SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date: April 5, 2011
THERMON HOLDING CORP.
  
 
By:
  
/s/ Jay Peterson
  
     
Chief Financial Officer
       
 

 
 
 
 
 
 
 
Exhibit Index
 

Number
  
Description
99.1
  
Notice of Partial Redemption to the Holders of 9.500% Senior Secured Notes due 2017 of Thermon Industries, Inc., dated March 30, 2011
     
99.2
   Press release, dated April 5, 2011
 

 EX-99 2 exh_991.htm EXHIBIT 99.1
EXHIBIT 99.1
NOTICE OF PARTIAL REDEMPTION
 
TO THE HOLDERS OF
 
9.500% SENIOR SECURED NOTES DUE 2017
 
OF
 
THERMON INDUSTRIES, INC.
 
CUSIP NUMBER 88362R AC1
 
NOTICE IS HEREBY GIVEN, pursuant to that certain Indenture, dated as of April 30, 2010 (the “Original Indenture”), between Thermon Industries, Inc., a Texas corporation and successor by merger to Thermon Finance, Inc., as issuer (the “Company”), and The Bank of New York Mellon Trust Company, N.A., as trustee and collateral agent (the “Trustee”), and the First Supplemental Indenture, dated as of April 30, 2010 (together with the Original Indenture, the “Indenture”), among the Company, the Trustee and the guarantors party thereto, as follows:
 
(1) The Company’s 9.500% Senior Secured Notes due 2017 (the “Notes”) are hereby called for redemption in part.  The CUSIP number of the Notes is 88362R AC1.
 
(2) The date fixed for redemption is April 29, 2011 (the “Redemption Date”).
 
(3) Pursuant to the terms of the Indenture and the Notes, the Notes will be redeemed at a redemption price equal to 103% of the principal amount redeemed, plus accrued and unpaid interest to the Redemption Date (the “Redemption Price”).
 
(4) The Notes will be redeemed in part as follows: $21.0 million aggregate principal amount of the $210.0 million outstanding Notes are to be redeemed.  Pursuant to Section 3.02 of the Indenture, selection of the Notes for redemption will be made by the Trustee on a pro rata basis, by lot or by such other method as the Trustee shall deem to be fair and appropriate, subject to the Applicable Procedures; provided that no Notes of $2,000 or less in principal amount shall be redeemed in part.
 
(5) The name and address of the Paying Agent with respect to the redemption of the Notes are as follows:
 
The Bank of New York Mellon Trust Company, N.A.
Attn: Corporate Trust Redemptions
111 Sanders Creek Parkway
East Syracuse, NY 13057

(6) The Notes called for redemption must be surrendered to the Paying Agent to collect the Redemption Price.
 
(7) Unless the Company defaults in making payment of the aggregate Redemption Price of all Notes to be redeemed, interest on the Notes called for redemption shall cease to accrue on and after the Redemption Date.
 
 
 
 
(8) The Notes are being called for redemption in part pursuant to Section 3.07(c) of the Indenture and Section 5(c) of the Notes.
 
(9) Neither the Company nor the Trustee shall be responsible for the accuracy of the CUSIP number either as printed on the Notes or as set forth in this Notice of Partial Redemption.  The CUSIP number set forth above is included solely for the convenience of the Holders.
 
(10) Prior to or on the Redemption Date, the Company shall deposit with the Paying Agent money sufficient to pay the aggregate Redemption Price of all Notes to be redeemed.
 
(11) Capitalized terms used but not defined in this Notice of Partial Redemption shall have the meanings ascribed thereto in the Indenture.
 
 
  THERMON INDUSTRIES, INC.
 
 
 

 
Dated:  March 30, 2011
 
 EX-99 3 exh_992.htm EXHIBIT 99.2

EXHIBIT 99.2

Thermon Calls for Partial Redemption of Its 9.500% Senior Secured Notes

SAN MARCOS, Texas, April 5, 2011 (GLOBE NEWSWIRE) -- On March 30, 2011, Thermon Industries, Inc. delivered a Notice of Partial Redemption (the "Notice") to registered holders of its outstanding 9.500% senior secured notes due 2017 (the "Notes"), CUSIP No. 88362R AC1. The Notice called for redemption of $21.0 million aggregate principal amount of the $210.0 million Notes currently outstanding. The redemption price is 103% of the principal amount redeemed, plus accrued and unpaid interest thereon until the redemption date, payable in cash. The redemption date will be April 29, 2011. The redemption will be financed from cash generated from operations.

Additional information concerning the terms and conditions of the redemption are fully described in the Notice distributed to registered holders of the Notes. Beneficial holders with any questions about the redemption should contact their respective brokerage firm or financial institution.

About Thermon

Through its global network, Thermon provides highly engineered thermal solutions, known as heat tracing, for process industries, including energy, chemical processing and power generation. Thermon's products provide an external heat source to pipes, vessels and instruments for the purposes of freeze protection, temperature maintenance, environmental monitoring and surface snow and ice melting. Thermon is headquartered in San Marcos, Texas. For more information, please visit www.thermon.com.

The Thermon logo is available at http://www.globenewswire.com/newsroom/prs/?pkgid=7808

CONTACT: Sarah Alexander
         Thermon
         (512) 396-5801
         Investor.Relations@thermon.com