CHICAGO, Dec. 16, 2019 – — AMSTED Industries Incorporated (“Amsted”) announced today the settlement of the previously announced cash tender offer (the “Tender Offer”) for any and all of its outstanding 5.375% Senior Notes due 2024 (the “2024 Notes”). The Tender Offer expired at 5:00 p.m., New York City time, on December 13, 2019 (the “Expiration Time”). At the Expiration Time, valid tenders had been received with respect to approximately $118.5 million of the $250 million aggregate principal amount of the 2024 Notes outstanding (which excludes approximately $0.2 million of 2024 Notes that remain subject to guaranteed delivery procedures).
Amsted has accepted for payment all 2024 Notes validly tendered prior to the Expiration Time. On December 16, 2019, such tendering holders received the purchase price in the amount of $1,029.38 for each $1,000 principal amount of 2024 Notes tendered (the “Purchase Price”), plus accrued and unpaid interest to, but not including, the date hereof. With respect to 2024 Notes accepted for purchase that were tendered and are subsequently delivered in accordance with guaranteed delivery procedures, such tendering holders will receive payment of the Purchase Price for such accepted 2024 Notes on December 18, 2019, plus accrued interest thereon to, but not including, the date hereof. In accordance with the indenture governing the 2024 Notes, Amsted has issued a notice of redemption with respect to all outstanding 2024 Notes that were not tendered in the Tender Offer. The redemption date is January 15, 2020.
Amsted also announced the settlement of its previously announced private offering of $400 million aggregate principal amount of its 4.625% Senior Notes due 2030 (the “New Notes”) on December 16, 2019. The New Notes will mature on May 15, 2030.
Amsted used a portion of the net proceeds from the offering of New Notes to purchase all 2024 Notes validly tendered in the Tender Offer and to pay related costs and expenses. Amsted intends to use the remaining net proceeds from the offering of New Notes and cash on hand for the redemption of all remaining outstanding 2024 Notes as discussed above, and to repay approximately $150 million of outstanding borrowings under Amsted’s credit facility and to pay related costs and expenses.
This announcement is for informational purposes only and does not constitute an offer to buy or the solicitation of an offer to sell securities.
The New Notes have not been and will not be registered under the Securities Act of 1933, as amended (the “Securities Act”) or state securities laws and 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 applicable state securities laws. This press release does not constitute an offer to sell or the solicitation of an offer to buy the New Notes or any other securities and shall not constitute an offer, solicitation or sale in any jurisdiction in which, or to any person to whom, such an offer, solicitation or sale is unlawful.
Amsted is a diversified manufacturer of industrial components serving primarily the railroad, vehicular, and construction markets. Amsted is 100% owned by its employee stock ownership plan (ESOP), which allows its employees to share in the success of the company and provides employees with significant retirement savings.
This release contains forward-looking statements with respect to the redemption of the 2024 Notes not purchased in the Tender Offer and the repayment of certain outstanding borrowings under Amsted’s credit facility. By their nature, forward-looking statements are subject to numerous assumptions, risks, and uncertainties. A number of factors could cause actual conditions, events or results to differ significantly from those described in the forward-looking statements. Actual results, performance or achievement could differ materially from those contained in these forward-looking statements for a variety of reasons. Other unknown or unpredictable factors also could have a material adverse effect on Amsted’s business, financial condition and results of operations.
SOURCE AMSTED Industries Incorporated