Park-Ohio Industries, Inc., a subsidiary of Park-Ohio Holdings Corp.
(NASDAQ: PKOH), announced today that it is commencing a cash tender
offer and intends to purchase any and all of its outstanding $250.0
million aggregate principal amount of 8.125% senior notes due 2021
(CUSIP No. 700677 AN7) (the "Notes"). The tender offer is being made
pursuant to an Offer to Purchase and Consent Solicitation Statement and
a related Letter of Transmittal and Consent, dated March 31, 2017. The
tender offer is scheduled to expire at midnight, New York City time, at
the end of April 27, 2017, unless extended or earlier terminated (the
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 certain events of default, would allow for a shorter
period, as acceptable to the Trustee, in which we are required to give
notice to Trustee of a redemption and would shorten the minimum period
required to deliver notice of redemption of the Notes to holders to
three business days.
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withdrawn and consents may be validly revoked at any time prior to 5:00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 April 13, 2017 (the "Withdrawal Deadline").
Tenders of Notes and deliveries of consents made after the Withdrawal
Deadline may not be validly withdrawn or revoked except in the limited
circumstances described in the Offer to Purchase and Consent
Holders who validly tender their Notes and deliver their consents to the
proposed amendments to the indenture governing the Notes before 5:00
p.m., New York City time, on April 13, 2017, unless extended (the "Early
Tender Deadline"), will be eligible to receive the Total Consideration
(as defined below). Holders that validly tender Notes prior to the Early
Tender Deadline and have their Notes accepted for purchase are expected
to receive payment of the Total Consideration promptly following the
Early Tender Deadline on the initial payment date (the "Initial Payment
Date"). The Initial Payment Date is currently expected to occur on April
14, 2017. The "Total Consideration" offered is an amount, paid in cash,
equal to $1,032.08 for each $1,000 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
an early tender premium (the "Early Tender Premium") of $30.00 for each
$1,000 principal amount of Notes accepted for purchase that were validly
tendered and not withdrawn prior to the Early Tender Deadline. Holders
that tender their Notes after the Early Tender Deadline but prior to the
Expiration Date will be eligible to receive $1,002.08 for each $1,000
principal amount of Notes validly tendered and accepted for payment,
plus accrued and unpaid interest to, but not including, the settlement
date. The settlement date for Notes accepted for purchase that were
validly tendered on or after the Early Tender Deadline but before the
Expiration Date, is currently expected to occur on April 28, 2017.
Park-Ohio Industries intends to finance the tender offer and pay the
early tender premium and related fees and expenses with a portion of the
net proceeds from the issuance of new long-term debt.
The tender offer is conditioned upon the financing of the new long-term
debt issuance on terms and conditions satisfactory to Park-Ohio
Industries and the entry into a supplemental indenture that will
implement the proposed amendments, 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.
To the extent that any Notes are not validly tendered in the tender
offer, the Company intends to redeem such pursuant to the redemption and
satisfaction and discharge provisions of the indenture governing the
Notes at a redemption price equal to 102.708% of the principal amount
redeemed thereby, plus accrued and unpaid interest, if any, to, but not
including, the redemption date. The Company intends to deliver an
irrevocable notice of redemption to the trustee at the completion of the
notes offering that is expected to be part of the debt financing.
However, no assurance can be given that such untendered Notes will be
redeemed as contemplated or at all.
Park-Ohio Industries has retained Barclays Capital Inc. and J.P. Morgan
Securities LLC to serve as the Dealer Managers for the tender offer.
Questions regarding the tender offer may be directed to Barclays Capital
Inc. at (800) 438-3242 (toll free) or (212) 528-7581 (collect) and to
J.P. Morgan Securities LLC at (800) 270-3994 (toll free) and (212)
270-5613 (collect). Requests for documents may be directed to Global
Bondholder Services Corporation, the Information Agent for the tender
offer, and banks and brokers can call collect at (212) 430-3775/3779,
all others can call toll free at (866) 470-3800.
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 Park-Ohio Industries' reports that are available from the United
States Securities and Exchange Commission.Park-Ohio Industries
assumes no obligation to update the information in this release.
View source version on businesswire.com: http://www.businesswire.com/news/home/20170331005411/en/
Edward F. Crawford