Park-Ohio gets consents to amend 9¼% notes as 91.7% of holders tender

New York, Nov. 22 - Park-Ohio Industries Inc. said that it had received the required amount of consents to proposed indenture changes from holders of its 9¼% senior subordinated notes due 2007 as part of its pending cash tender offer for the notes.

As of the consent deadline, which expired as scheduled without extension at 5 p.m. ET on Nov. 19, holders of $183.4 million principal amount of the notes, or 91.7% of the amount outstanding, had tendered their notes and had given consents to the indenture changes, satisfying the offer's minimum consent condition. The proposed amendments have become effective but will not become operative until the company accepts the notes for payment.

As previously announced, Park-Ohio Industries, a Cleveland-based diversified manufacturer and a direct subsidiary of Park-Ohio Holdings Corp., said on Nov. 9 that it had begun a cash tender offer for any and all of its outstanding $199.9 million principal amount of 9 ¼% notes, and was also soliciting noteholder consents to proposed indenture amendments that would eliminate substantially all restrictive covenants and shorten the minimum period required for notice of redemption of the notes.

The company set a now-expired consent deadline of 5 p.m. ET on Nov. 19 and said that the offer would expire at midnight ET on Dec. 8, subject to possible extension.

Park-Ohio is offering 101.945% of par plus accrued interest up to but excluding the settlement date. The total includes a consent premium of 0.403% of par that will only be paid for notes tendered by the consent deadline of 5 p.m. ET on Nov. 19. After that date the payment is 101.542% of par plus accrued interest up to but excluding the settlement date.

Holders who tender are required to consent and vice versa.

Park-Ohio Industries said it planned to finance the tender offer with proceeds from the issuance of new long-term debt as well as borrowings under its revolving credit facility (the company announced on Nov. 9 that it would offer $200 million of new 10-year senior subordinated notes. On Nov. 19 that the company priced an upsized $210 million of 8 3/8 senior subordinated notes due 2014).

It said the tender offer would be conditioned upon the new long-term debt issuance as well as other general conditions. Assuming the tender offer is successfully completed, Park-Ohio then plans to promptly afterward call for redemption any notes remaining outstanding at a price of 101.542% of par, plus accrued and unpaid interest up to but excluding the redemption date.

Lehman Brothers Inc. is the dealer-manager for the tender offer (call 800 438-3242 or call collect at 212 528-7581). D.F. King & Co., Inc. is the information agent (banks and brokers call collect at 212-269-5550, others call 888 887-0082).

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