NORTH CANTON, Ohio, May 16, 2024 — The Timken Company (NYSE: TKR), a global technology leader in engineered bearings and industrial motion, today announced the pricing of €600 million aggregate principal amount of 4.125% senior unsecured notes due in 2034 (the “Notes”) in an underwritten public offering. The Notes will be issued at 98.832% of par, and the offering is expected to close on or about May 23, 2024, subject to the satisfaction of customary closing conditions.
Goldman Sachs & Co. LLC and J.P. Morgan Securities plc are serving as joint book-running managers for the offering.
Timken intends to use the net proceeds from the offering of the Notes to (1) redeem all of its outstanding 3.875% Senior Notes due 2024 (the “2024 Notes”), including any related fees and expenses, and (2) repay borrowings outstanding under its senior unsecured revolving credit facility. Timken intends to use any remaining net proceeds to repay borrowings under its accounts receivable facility or for general corporate purposes.
The Notes are being offered pursuant to an effective shelf registration statement that has previously been filed with the Securities and Exchange Commission (the “SEC”). The offering will be made solely by means of a prospectus supplement and accompanying prospectus (together, the “Prospectus”) filed with the SEC. You may obtain these documents without charge from the SEC at www.sec.gov. Alternatively, you may request copies of these documents by calling Goldman Sachs & Co. LLC toll free at +1-866-471-2526 or J.P. Morgan Securities plc toll free at +44-20 7134-2468 (non-U.S. investors), or J.P. Morgan Securities LLC collect at +1-212-834-4533 (U.S. investors).
This release does not constitute an offer to sell or the solicitation of an offer to buy any securities, nor will there be any sale of these securities in any state or jurisdiction in which such an offer, solicitation or sale is not permitted.
About The Timken Company
The Timken Company (NYSE: TKR), a global technology leader in engineered bearings and industrial motion, designs a growing portfolio of next-generation products for diverse industries. For 125 years, Timken has used its specialized expertise to innovate and create customer-centric solutions that increase reliability and efficiency. Timken posted $4.8 billion in sales in 2023 and employs more than 19,000 people globally, operating from 45 countries. Timken is one of the World’s Most Innovative Companies, according to Fast Company, and has been recognized among America’s Most Responsible Companies and America’s Greatest Workplaces for Diversity by Newsweek, the World’s Most Ethical Companies® by Ethisphere and America’s Most Innovative Companies by Fortune.
Safe Harbor
Certain statements in this release that are not historical in nature are “forward-looking” statements within the meaning of the Private Securities Litigation Reform Act of 1995. Statements that are not historical facts, including statements about the company’s beliefs, plans and expectations, are forward-looking statements. Such statements are based on the company’s current expectations and are subject to a number of factors and uncertainties, which could cause actual results to differ materially from those described in the forward-looking statements. Forward-looking statements often contain words such as “expect,” “anticipate,” “intend,” “plan,” “believe,” “will,” “estimate,” “would,” “target” and similar expressions, as well as variations or negatives of these words. The following important factors and uncertainties, among others, could cause actual results to differ materially from those described in these forward-looking statements: the risks and uncertainties related to market conditions and satisfaction of customary closing conditions related to the closing of the offering of the Notes and the risks and uncertainties described in the Prospectus. For additional information about other factors that could cause actual results to differ materially from those described in the forward-looking statements, please refer to the company’s filings with the SEC, including the company’s Annual Report on Form 10-K for the year ended December 31, 2023, quarterly reports on Form 10-Q and current reports on Form 8-K. Except as required by the federal securities laws, the company undertakes no obligation to publicly update or revise any forward-looking statement, whether as a result of new information, future events or otherwise.
Prohibition of sales to retail investors in the European Economic Area.
The Notes are not intended to be offered, sold or otherwise made available to and should not be offered, sold or otherwise made available to any retail investor in the European Economic Area (“EEA”). For these purposes, (i) the expression “retail investor” means a person who is one (or more) of: (A) a retail client as defined in point (11) of Article 4(1) of Directive 2014/65/EU (as amended, “MiFID II”); or (B) a customer within the meaning of Directive (EU) 2016/97 (as amended, the “Insurance Distribution Directive”), where that customer would not qualify as a professional client as defined in point (10) of Article 4(1) of MiFID II; or (C) not a qualified investor as defined in Regulation (EU) 2017/1129 (as amended, the “Prospectus Regulation”); and (ii) the expression “offer” includes the communication in any form and by any means of sufficient information on the terms of the offer and the Notes to be offered so as to enable an investor to decide to purchase or subscribe for the Notes. Consequently, no key information document required by Regulation (EU) No 1286/2014 (as amended, the “PRIIPs Regulation”) for offering or selling the Notes or otherwise making them available to retail investors in the EEA has been prepared and therefore offering or selling the Notes or otherwise making them available to any retail investor in the EEA may be unlawful under the PRIIPs Regulation.
Prohibition of sales to retail investors in the United Kingdom.
The Notes are not intended to be offered, sold or otherwise made available to and should not be offered, sold or otherwise made available to any retail investor in the United Kingdom (“UK”). For these purposes, (i) the expression “retail investor” means a person who is one (or more) of: (A) a retail client, as defined in point (8) of Article 2 of Regulation (EU) No 2017/565 as it forms part of UK domestic law by virtue of the European Union (Withdrawal) Act 2018 (the “EUWA”); (B) a customer within the meaning of the provisions of the Financial Services and Markets Act 2000 (as amended, the “FSMA”) and any rules or regulations made under the FSMA to implement Directive (EU) 2016/97, where that customer would not qualify as a professional client, as defined in point (8) of Article 2(1) of Regulation (EU) No 600/2014 as it forms part of UK domestic law by virtue of the EUWA; or (C) not a qualified investor as defined in Article 2 of Regulation (EU) 2017/1129 as it forms part of UK domestic law by virtue of the EUWA (the “UK Prospectus Regulation”); and (ii) the expression “offer” includes the communication in any form and by any means of sufficient information on the terms of the offer and the Notes to be offered so as to enable an investor to decide to purchase or subscribe for the Notes. Consequently no key information document required by Regulation (EU) No 1286/2014 as it forms part of domestic law by virtue of the EUWA (the “UK PRIIPs Regulation”) for offering or selling the Notes or otherwise making them available to retail investors in the UK has been prepared and therefore offering or selling the Notes or otherwise making them available to any retail investor in the UK may be unlawful under the UK PRIIPs Regulation.
This communication is only being distributed to, and is only directed at, (i) persons who are outside the UK, (ii) investment professionals falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the “Order”) or (iii) high net worth entities, and other persons to whom it may lawfully be communicated, falling within Article 49(2)(a) to (d) of the Order (all such persons together being referred to as “relevant persons”). The Notes are only available to, and any invitation, offer or agreement to subscribe, purchase or otherwise acquire such Notes will be engaged in only with, relevant persons. Any person who is not a relevant person should not act or rely on this communication or any of its contents.
Media Relations:
Scott Schroeder 234.262.6420
[email protected]
Investor Relations:
Neil Frohnapple 234.262.2310
[email protected]
SOURCE The Timken Company
