Park-Ohio Industries, Inc. (the "Company"), a subsidiary of Park-Ohio
Holdings Corp. (NASDAQ: PKOH), announced today the early results of the
previously announced cash tender offer (the "Tender Offer") and consent
solicitation (the "Consent Solicitation") with respect to 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 "Expiration Date").
As of 5:00 p.m., New York City time, on April 13, 2017 (the "Early
Tender Deadline"), according to Global Bondholder Services Corporation,
the Depositary and Information Agent in connection with the Tender Offer
and the Consent Solicitation, tenders and the related consents were
received from holders of Notes and not validly withdrawn as outlined in
the following table:
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Title of Security |
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CUSIP Numbers |
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| Principal Amount Outstanding |
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| Principal Amount Tendered |
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| Percent Tendered |
8.125% Senior Notes
due 2021
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700677 AN7
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$250,000,000
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$238,978,000
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95.59%
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Accordingly, the Company has received consents sufficient to approve the
previously announced proposed amendments to the Indenture governing the
Notes (the "Indenture"). The Company, the guarantors party thereto and
the trustee for the Notes will enter into a supplemental indenture
containing the proposed amendments to the Indenture. Such amendments
will not become effective until the settlement date, which is expected
to occur on April 17, 2017, and until the Company accepts the Notes
validly tendered and not withdrawn on or prior to the Early Tender
Deadline.
Subject to the terms and conditions of the Tender Offer, holders of
Notes who validly tendered and did not withdraw their Notes on or prior
to the Early Tender Deadline will be entitled to receive $1,032.08 per
$1,000 principal amount of Notes tendered, which includes the early
tender premium of $30 per $1,000 principal amount of Notes tendered (the
"Early Tender Premium"). Holders of Notes who validly tender their Notes
after the Early Tender Deadline and on or prior to the Expiration Date
will be entitled to receive $1,002.08 per $1,000 principal amount of
Notes tendered, subject to the terms and conditions of the Tender Offer,
and will not be entitled to the Early Tender Premium.
In addition, holders whose Notes are accepted for purchase will be
entitled to receive accrued and unpaid interest in cash from the last
interest payment date applicable to the Notes to, but not including, the
applicable payment date. Payment for Notes tendered prior to the Early
Tender Deadline is expected to be April 17, 2017. Payment for Notes
validly tendered after the Early Tender Date and accepted for purchase
will be made promptly after the Expiration Date.
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 new credit agreement, as well as certain
other customary conditions, but is not conditioned on the tender of any
minimum principal amount of Notes. The Company expressly reserves the
right in its sole discretion, subject to applicable law, at any time and
from time to time, to (1) waive any and all conditions to the Tender
Offer prior to the Expiration Date and accept all Notes previously
tendered and not validly withdrawn pursuant to the Tender Offer, and (2)
amend, extend or, subject to certain conditions, terminate the Tender
Offer. The complete 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
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.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/20170413006235/en/
ParkOhio
Edward F. Crawford, 440-947-2000