PARK-OHIO INDUSTRIES, INC. LAUNCHES TENDER OFFER AND CONSENT SOLICITATION FOR $199.9 MILLION OF ITS OUTSTANDING SENIOR SUBORDINATED NOTES DUE 2007 |
CLEVELAND, OHIO, November 9, 2004 — Park-Ohio Industries, Inc., a subsidiary of Park-Ohio Holdings Corp. (NASDAQ: PKOH), announced today that it is commencing a cash tender offer to purchase any and all of its outstanding $199.9 million aggregate principal amount of 9¼% senior subordinated notes due 2007. The tender offer is being made pursuant to an Offer to Purchase and Consent Solicitation Statement and a related Consent and Letter of Transmittal, dated November 9, 2004. The tender offer is scheduled to expire at midnight, New York City time, on December 8, 2004, unless extended or earlier terminated.
In conjunction with the tender offer, Park-Ohio Industries will be soliciting consents to proposed amendments to the indenture governing the notes. The amendments would eliminate substantially all restrictive covenants and shorten the minimum period required for notice of redemption of the notes.
Holders that tender their notes will be required to consent to the proposed amendments, and holders that consent to the proposed amendments will be required to tender their notes. Tenders of notes may be validly withdrawn and consents may be validly revoked at any time prior to 5:00 p.m., New York City time, on November 19, 2004. Tenders of notes and deliveries of consents made after 5:00 p.m., New York City time, on November 19, 2004 may not be validly withdrawn or revoked, unless the Company reduces the tender offer consideration or the principal amount of notes subject to the tender offer or is otherwise required by law to permit withdrawal.
The total consideration offered is an amount, paid in cash, equal to 101.945% of the principal amount of the notes validly tendered and accepted for purchase, plus accrued and unpaid interest to, but not including, the settlement date. The total consideration includes a consent premium of 0.403% of the principal amount of notes accepted for purchase that were validly tendered and not withdrawn prior to 5:00 p.m., New York City time, on November 19, 2004. Holders that tender their notes after that time but prior to the expiration of the tender offer will be eligible to receive 101.542% of the principal amount of notes validly tendered and accepted for payment, plus accrued and unpaid interest to, but not including, the settlement date. Park-Ohio Industries intends to finance the tender offer with the net proceeds from the issuance of new long-term debt, as well as borrowings under its revolving credit facility, to pay the consent premium and related fees and expenses.
The tender offer is conditioned upon the successful financing of the new long-term debt issuance as well as other general conditions. The exact terms and conditions of the tender offer and consent solicitation are specified in, and qualified in their entirety by, the Offer to Purchase and Consent Solicitation Statement and related materials that are being distributed to holders of the notes. If the tender offer is consummated, Park-Ohio Industries currently intends promptly thereafter to call for redemption, in accordance with the terms of the indenture governing the notes, all notes that remain outstanding, at the applicable redemption price of 101.542% of the principal amount of the notes called for redemption, plus accrued and unpaid interest to, but not including, the redemption date.
Park-Ohio Industries has retained Lehman Brothers Inc. to serve as the Dealer Manager for the tender offer. Questions regarding the tender offer may be directed to the Dealer Manager at (800) 438-3242 (toll free) or (212) 528-7581 (toll free). Requests for documents may be directed to D.F. King & Co., Inc., the Information Agent for the tender offer. Banks and brokers call collect at (212) 269-5550; all others call toll free at (888) 887-0082.
This press release is not an offer to purchase or a solicitation of consents, which may be made only pursuant to the terms of the Offer to Purchase and Consent Solicitation Statement and related materials and in accordance with applicable securities laws. This press release shall not constitute a notice of redemption of the notes.
This press release contains forward-looking statements that are subject to certain risks, uncertainties and assumptions, including the ability to satisfy the conditions to consummate the tender offer or to receive the requisite consents to amend the indenture governing the notes. Should one or more of these risks or uncertainties materialize, or should underlying assumptions prove incorrect, actual results may vary materially from those anticipated, estimated or projected. These and other risks and assumptions are described in the Company’s reports that are available from the United States Securities and Exchange Commission. The Company assumes no obligation to update the information in this release.
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Nov 09, 2004 |
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