EXHIBIT 99.2
NOTICE OF GUARANTEED DELIVERY
WITH RESPECT TO
AAVID THERMAL TECHNOLOGIES, INC.
OFFER TO EXCHANGE ITS
12 3/4% SENIOR SUBORDINATED NOTES DUE 2007
WHICH HAVE BEEN REGISTERED UNDER THE SECURITIES ACT
FOR ANY AND ALL OF ITS OUTSTANDING
12 3/4% SENIOR SUBORDINATED NOTES DUE 2007
THAT WERE ISSUED AND SOLD IN A TRANSACTION
EXEMPT FROM REGISTRATION UNDER THE
SECURITIES ACT OF 1933, AS AMENDED
PURSUANT TO THE PROSPECTUS DATED , 2000
This Notice of Guaranteed Delivery, or one substantially equivalent to this
form, must be used to accept the Exchange Offer (as defined below) if
(i) certificates for the outstanding 12 3/4% Senior Subordinated Notes due 2007
(the "Outstanding Notes") of Aavid Thermal Technologies, Inc., a Delaware
corporation (the "Company"), are not immediately available, (ii) Outstanding
Notes, the Letter of Transmittal and all other required documents cannot be
delivered to Bankers Trust Company (the "Exchange Agent") on or prior to the
Expiration Date or (iii) the procedures for delivery by book-entry transfer
cannot be completed on a timely basis. This Notice of Guaranteed Delivery may be
delivered by hand, overnight courier or mail, or transmitted by facsimile
transmission, to the Exchange Agent. See "The Exchange Offer--Procedures for
Tendering Outstanding Notes" and "--Guaranteed Delivery Procedures" in the
Prospectus. In addition, in order to utilize the guaranteed delivery procedure
to tender Outstanding Notes pursuant to the Exchange Offer, a completed, signed
and dated Letter of Transmittal relating to the Outstanding Notes (or facsimile
thereof) or, in the case of a book-entry transfer, an agent's message, must also
be received by the Exchange Agent on or prior to the Expiration Date.
Capitalized terms not defined herein have the meanings assigned to them in the
Prospectus.
THE EXCHANGE AGENT FOR THE EXCHANGE OFFER IS:
BANKERS TRUST COMPANY
BY MAIL: BY OVERNIGHT MAIL OR COURIER: BY HAND:
BT Services Tennessee, BT Services Tennessee, Inc. Bankers Trust Company
Inc. Corporate Trust & Agency Services Corporate Trust & Agency Services
Reorganization Unit Reorganization Unit ATTN: Reorganization Dept.
P.O. Box 292737 648 Grassmere Park Road Receipt & Delivery Window
Nashville, TN 37229-2737 Nashville, TN 37211 123 Washington Street, 1(st)
Fax: (615) 835-3701 CONFIRM BY TELEPHONE: Floor
(615) 835-3572 New York, NY 10006
INFORMATION: (800) 735-7777
DELIVERY OF THIS NOTICE OF GUARANTEED DELIVERY TO AN ADDRESS OTHER THAN AS
SET FORTH ABOVE OR TRANSMISSION OF THIS NOTICE OF GUARANTEED DELIVERY VIA
FACSIMILE TO A NUMBER OTHER THAN AS SET FORTH ABOVE WILL NOT CONSTITUTE A VALID
DELIVERY.
THIS NOTICE OF GUARANTEED DELIVERY IS NOT TO BE USED TO GUARANTEE
SIGNATURES. IF A SIGNATURE ON A LETTER OF TRANSMITTAL IS REQUIRED TO BE
GUARANTEED BY AN "ELIGIBLE INSTITUTION" UNDER THE INSTRUCTIONS THERETO, SUCH
SIGNATURE GUARANTEE MUST APPEAR IN THE APPLICABLE SPACE PROVIDED IN THE
SIGNATURE BOX ON THE LETTER OF TRANSMITTAL.
Ladies and Gentlemen:
The undersigned hereby tenders to Aavid Thermal Technologies, Inc., a
Delaware corporation (the "Company"), upon the terms and subject to the
conditions set forth in the Prospectus dated , 2000 (as the same may
be amended or supplemented from time to time, the "Prospectus"), and the related
Letter of Transmittal (which together constitute the "Exchange Offer"), receipt
of which is hereby acknowledged, the aggregate principal amount of Outstanding
Notes set forth below pursuant to the guaranteed delivery procedures set forth
in the Prospectus under the caption "The Exchange Offer--Guaranteed Delivery
Procedures."
Principal Amount of Outstanding Notes Tendered: *$ _____________________________
Certificate No(s) (if available): ______________________________________________
________________________________________________________________________________
Total Principal Amount Represented by Outstanding Notes Certificate(s): $ ______
If Outstanding Notes will be tendered by book-entry transfer, provide the
following information:
DTC Account Number: ____________________________________________________________
Date: __________________________________________________________________________
* Must be in integral multiples of $1,000.
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All authority herein conferred or agreed to be conferred shall survive the
death or incapacity of the undersigned and every obligation of the undersigned
hereunder shall be binding upon the heirs, personal representatives, successors
and assigns of the undersigned.
PLEASE SIGN AND COMPLETE
- ----------------------------------------------------------- -----------------------------
- ----------------------------------------------------------- -----------------------------
Signature(s) of Registered Holder(s) or Authorized Signatory Date
Area Code and Telephone Number: ________________________
Must be signed by the holder(s) of the Outstanding Notes as their name(s)
appear(s) on certificates for Outstanding Notes or on a security position
listing, or by person(s) authorized to become registered holder(s) by
endorsement and documents transmitted with this Notice of Guaranteed Delivery.
If signature is by a trustee, executor, administrator, guardian,
attorney-in-fact, officer or other person acting in a fiduciary or
representative capacity, such person must set forth his or her full title below
and, unless waived by the Company, provide proper evidence satisfactory to the
Company of such person's authority to so act.
PLEASE PRINT NAME(S) AND ADDRESS(ES)
Name(s): _______________________________________________________________________
_______________________________________________________________________
Capacity: ______________________________________________________________________
Address(es): ___________________________________________________________________
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GUARANTEE OF DELIVERY
(NOT TO BE USED FOR SIGNATURE GUARANTEE)
The undersigned, a firm or other entity identified in Rule 17Ad-15 under the
Securities Exchange Act of 1934, as amended, as an "eligible guarantor
institution," including (as such terms are defined therein): (i) a bank; (ii) a
broker, dealer, municipal securities broker, government securities broker or
government securities dealer; (iii) a credit union; (iv) a national securities
exchange, registered securities association or clearing agency; or (v) a savings
association that is a participant in a Securities Transfer Association (each of
the foregoing being referred to as an "Eligible Institution"), hereby guarantees
to deliver to the Exchange Agent, at one of its addresses set forth above,
either the Outstanding Notes tendered hereby in proper form for transfer, or
confirmation of the book-entry transfer of such Outstanding Notes to the
Exchange Agent's account at The Depository Trust Company ("DTC"), pursuant to
the procedures for book-entry transfer set forth in the Prospectus, in either
case together with one or more properly completed and duly executed Letter(s) of
Transmittal (or facsimile thereof), or in the case of a book-entry transfer, an
agent's message, and any other required documents within three New York Stock
Exchange trading days after the date of execution of this Notice of Guaranteed
Delivery.
The undersigned acknowledges that it must deliver the Letter(s) of
Transmittal (or facsimile thereof) and the Outstanding Notes tendered hereby to
the Exchange Agent within the time period set forth above and that failure to do
so could result in a financial loss to the undersigned.
Name of Firm: __________________________________________________________________
Address: _______________________________________________________________________
________________________________________________________________________
________________________________________________________________________
(ZIP CODE)
Area Code and Telephone Number: ________________________________________________
Authorized Signature: __________________________________________________________
Title: _________________________________________________________________________
(PLEASE TYPE OR PRINT)
Date: __________________________________________________________________________
NOTE: DO NOT SEND CERTIFICATES FOR OUTSTANDING NOTES WITH THIS FORM.
CERTIFICATES FOR OUTSTANDING NOTES SHOULD ONLY BE SENT WITH YOUR LETTER OF
TRANSMITTAL.
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