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): July 8, 2011
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THERMON GROUP HOLDINGS, INC.
THERMON HOLDING CORP.
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_____________________________________________________________________________________________
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(Exact name of each Registrant as specified in its respective charter)
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(State or Other Jurisdiction
of Incorporation)
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(Commission
File Number)
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(IRS Employer
Identification No.)
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Delaware
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001-35159
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27-2228185
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Delaware
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333-168915-05
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26-0249310
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100 Thermon Drive
San Marcos, Texas 78666
(Address of principal executive offices) (zip code)
(512) 396-5801
(Registrants’ 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 July 8, 2011, Thermon Industries, Inc. (the “Note Issuer”) called for redemption of a portion of its outstanding 9.500% Senior Secured Notes due 2017, CUSIP No. 88362R AC1 (the “Notes”). The Note Issuer will redeem $24.59 million aggregate principal amount of the outstanding $168.0 aggregate principal amount of the Notes. The redemption price of the Notes is 109.5% of the principal amount redeemed, plus accrued and unpaid interest thereon until the redemption date, payable in cash. The redemption date will be August 8, 2011. The redemption will be funded with proceeds from the initial public offering of the common stock of the Note Issuer’s ultimate parent company, Thermon Group Holdings, Inc.
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 Note 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 Note Issuer, the Trustee and the guarantors party thereto, including Thermon Holding Corp.
A copy of the Notice of Partial Redemption dated July 8, 2011 relating to the redemption in part of the Notes is incorporated by reference herein as Exhibit 99.1.
On July 11, 2011, the Note Issuer issued a press release discussing the foregoing, which is incorporated by reference herein as Exhibit 99.2.
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Item 9.01.
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Financial Statements and Exhibits.
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99.1
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Notice of Partial Redemption to the Holders of 9.500% Senior Secured Notes due 2017 of Thermon Industries, Inc., dated July 8, 2011
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99.2
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Press Release regarding partial redemption of the Notes, dated July 11, 2011
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, each of the Registrants has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
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Date: July 11, 2011
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THERMON GROUP HOLDINGS, INC.
THERMON HOLDING CORP.
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By:
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/s/ Jay Peterson
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Chief Financial Officer
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Exhibit Index
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99.1
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Notice of Partial Redemption to the Holders of 9.500% Senior Secured Notes due 2017 of Thermon Industries, Inc., dated July 8, 2011
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99.2
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Press Release regarding partial redemption of the Notes, dated July 11, 2011
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