Amsted Industries launches tender offer for 5% notes due 2022

By Marisa Wong

Morgantown, W.Va., May 21 – Amsted Industries Inc. said it has begun a cash tender offer for any and all of its outstanding 5% senior notes due 2022.

The tender offer will expire at 11:59 p.m. ET on June 18.

The company is also soliciting consents to amend the indenture governing the notes to eliminate some of the restrictive covenants and events of default and reduce the minimum notice period to call the notes to three business days from 30 days.

Holders tendering their notes in the tender will be deemed to have delivered their consent to the proposed amendments.

Holders who tender their notes prior to 5 p.m. ET on June 4, the consent time, will be entitled to receive the total consideration of $1,014.20 per $1,000 principal amount. The total consideration includes a consent payment of $30.00 per $1,000 of notes.

The tender offer includes an early settlement option, so that holders whose notes are tendered prior to the consent time and accepted for purchase could receive payment as early as June 5.

Holders who tender their notes after the consent time will be entitled to receive $984.20 per $1,000 principal amount, or the total consideration less the consent payment.

The company will also pay accrued interest up to but excluding the settlement date.

Tenders may be withdrawn at any time before 5 p.m. ET on June 4.

Once it receives consents from holders of a majority in principal amount of the outstanding notes, Amsted will execute a supplemental indenture effecting the proposed changes.

The tender offer is conditioned on the company having available funds, including gross proceeds of at least $350 million from a debt financing transaction, in an amount sufficient to pay the total consideration for all outstanding notes in the tender offer and on the receipt of consents to the proposed amendments from holders of a majority in principal amount of the outstanding notes and execution of a supplemental indenture effecting the changes.

Amsted intends to redeem any notes that remain outstanding after the tender offer.

Wells Fargo Securities, LLC (866 309-6316 or 704 410-4759) is dealer manager and solicitation agent. D.F. King & Co., Inc. (amsted@dfking.com, 888 280-6942 or 212 269-5550) is the depositary and information agent.

Amsted is a Chicago-based diversified manufacturer of industrial components primarily for the railroad, vehicular, and construction and industrial markets.

© 2015 Prospect News.
All content on this website is protected by copyright law in the U.S. and elsewhere. For the use of the person downloading only.
Redistribution and copying are prohibited by law without written permission in advance from Prospect News.
Redistribution or copying includes e-mailing, printing multiple copies or any other form of reproduction.