Reliance Steel tenders for PNA notes

New York, July 1 - Reliance Steel & Aluminum Co. said it has begun cash tender offers for any and all of PNA Group, Inc.'s outstanding $250 million 10¾% senior notes due 2016 and PNA Intermediate Holding Corp.'s $170 million senior floating-rate toggle notes due 2013.

Reliant is also soliciting consents to amend the notes.

The offers are in connection with Reliance's agreement to acquire the outstanding capital stock of PNA Group Holding Corp., but completion of the tenders is not a condition to the acquisition.

For the 10¾% notes, Reliance is offering $1,205.75 per $1,000 principal amount. The total includes a consent payment of $20.00 per $1,000.

The amount was calculated using the sum of 35% of $1,107.50, the equity clawback price at which 35% of the notes may be redeemed with the net proceeds of certain qualified equity offerings, and 65% of $1,258.66, an estimate of the make-whole redemption price for the notes based on U.S. Treasury yields as of 11 a.m. ET on July 1 and a spread of 50 basis points.

For the floaters, the payment on offer is $1,020.00 per $1,000 principal amount, also including a consent payment of $20.00 per $1,000.

To receive the consent payment, holders must tender by the consent deadline of 5 p.m. ET on July 15. The tender ends at 5 p.m. ET on Aug. 1.

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

Holders who tender will be required to deliver consent to amendments that will eliminate substantially all of the restrictive covenants in the indentures and the notes other than the covenants related to change of control offers.

For each series of notes, consents are needed from holders of a majority of the notes.

The tenders are not conditioned on receipt of consents and each tender offer is independent. They are subject to other conditions, including the closing of the acquisition of PNA by Reliance.

Citi is dealer manager (800 558-3745 or call collect 212 723-6106). Global Bondholder Services Corp. is the information agent and depositary (866 807-2200 or call collect 212 430-3774).

Reliance Steel is a Los Angeles-based metals service center company. PNA Group is an Atlanta-based steel service center group.

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