Park-Ohio Industries, Inc. Announces Latest Results of Cash Tender Offer and Consent Solicitation for Its 9-¼% Senior Subordinated Notes Due 2007 |
CLEVELAND, OH, November 22, 2004 -- Park-Ohio Industries, Inc., a subsidiary of Park-Ohio Holdings Corp. (NASDAQ: PKOH), announced today that it has successfully completed its consent solicitation with respect to $199.9 million aggregate principal amount of its 9-¼% senior subordinated notes due 2007.
The period for soliciting consents expired pursuant to the terms of the offer to purchase and consent solicitation statement at 5:00 p.m., New York City time, on Friday, November 19, 2004, at which time the Company had received tenders of approximately $183.4 million aggregate principal amount of the notes, representing approximately 91.7% of the aggregate principal amount of the notes outstanding. Accordingly, the requisite consents to adopt the proposed amendments to the indenture relating to the notes have also been received. Adoption of the proposed amendments requires the consent of holders of at least a majority of the aggregate principal amount of the outstanding notes. The proposed amendments to the indenture will eliminate certain restrictive covenants contained in the indenture as well as shorten the minimum period required for notice of redemption of the notes from 30 days to three business days. The proposed amendments have become effective but are not operative, however, until the Company accepts the notes for payment.
In accordance with the terms of the offer to purchase and consent solicitation statement, holders who validly tendered their notes before 5:00 p.m., New York City time, on Friday, November 19, 2004 are entitled to receive the total consideration, which is the consent premium, equal to 0.403% of the principal amount of the notes validly tendered, plus the tender offer consideration, equal to 101.542% of the principal amount of the notes validly tendered.
In accordance with the terms of the offer to purchase and consent solicitation statement, holders who validly tender their notes after 5:00 p.m., New York City time, on Friday, November 19, 2004 and before midnight, New York City time, on Wednesday, December 8, 2004 (unless extended or earlier terminated) are entitled to receive only the tender offer consideration, equal to 101.542% of the principal amount of the notes validly tendered, but no early consent premium. Accrued and unpaid interest will be paid on all notes validly tendered and accepted for payment.
The tender offer and consent solicitation will expire at midnight, New York City time, on Wednesday, December 8, 2004, unless extended or earlier terminated by the Company. Tenders of notes and deliveries of consents made prior to 5:00 p.m., New York City time, on November 19, 2004 may not be validly withdrawn or revoked unless Park-Ohio Industries 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.
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 as modified by the supplemental indenture, any notes that remain outstanding, at the applicable redemption price of 101.542% of the principal amount thereof, plus interest accrued to 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. Requests for documents may be directed to D.F. King & Co., Inc., the Tender 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. 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 U.S. Securities and Exchange Commission. The Company assumes no obligation to update the information in this release.
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Nov 22, 2004 |
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