ST. LOUIS, May 29, 2015 /PRNewswire/ -- American Piping Products, Inc. (the "Company"), a leading, ISO-certified global distributor to the oil and gas, refining and petrochemical, and power generation industries of seamless carbon steel pipes, chrome moly and alloy steel pipes, welded steel pipes and fittings and flanges, announced today that it has commenced an offer to purchase for cash any and all of the $93.1 million outstanding principal amount of its 12 7/8% Senior Secured Notes due 2017 (CUSIP Nos. 02902P AA7 and U0289P AA1) (the "Notes"). In connection with the tender offer, the Company is soliciting consents to effect certain proposed amendments to the indenture governing the Notes and certain security documents. The tender offer and consent solicitation are being made pursuant to an Offer to Purchase and Consent Solicitation Statement, dated May 29, 2015, and a related Consent and Letter of Transmittal, which set forth the terms and conditions of the offer and consent solicitation in full detail.
The tender offer will expire at 9:00 a.m., New York City time, on June 26, 2015, unless the tender offer is extended or earlier terminated (the "Expiration Time"). The total consideration to be paid for each $1,000 principal amount of the Notes tendered prior to 5:00 p.m., New York City time, on June 11, 2015 (such date and time, as may be extended, the "Consent Payment Deadline"), and not validly withdrawn, will be $1,064.38. The total consideration includes a consent payment of $5.00 per $1,000 principal amount of Notes tendered, which is payable only to holders who tender their Notes and validly deliver their consents prior to the Consent Payment Deadline. Holders who tender their Notes after the Consent Payment Deadline, but prior to the Expiration Time, will receive the tender offer consideration of $1,059.38 per $1,000 principal amount of Notes tendered, which is the total consideration minus the consent payment. Tendering holders will also receive accrued and unpaid interest from the most recent interest payment date for the Notes to, but not including, the applicable payment date. The tender offer and consent solicitation includes an early settlement option so that holders whose Notes are validly tendered prior to the Consent Payment Deadline and accepted for purchase could receive payment on an initial payment date, which could be as early as June 12, 2015, though the Company may elect, in its sole discretion, to make such payment only after the Expiration Time. Tendered Notes may not be withdrawn and consents may not be revoked after the execution and delivery of the amendments to the indenture and related security documents, which is expected to occur at or about 5:00 p.m., New York City time, on June 11, 2015.
The proposed amendments to the indenture governing the Notes would, among other things, eliminate a significant portion of the restrictive covenants, eliminate certain events of default, release all of the collateral securing the obligations of the Company and the guarantors under the Notes and amend the number of days prior to any redemption date that the Company must send a notice of redemption. The Company will only adopt the proposed amendments to the indenture and related security documents upon receipt of the consent of the holders of at least 66 2/3% in aggregate principal amount outstanding of the Notes (the "Requisite Consent"). Holders who tender their Notes will be required to consent to the proposed amendments and holders may not deliver consents to the proposed amendments without tendering their Notes in the tender offer. The proposed amendments to the indenture and related security documents will not become operative, however, until at least 66 2/3% in aggregate principal amount outstanding of the Notes, whose holders have delivered consents to the proposed amendments, have been accepted for payment.
The tender offer and consent solicitation are subject to the satisfaction of certain conditions, including (i) the Minimum Tender Condition, which requires that the receipt of the Requisite Consents must have been obtained; (ii) the Financing Condition, which requires the consummation of a refinancing transaction on terms reasonably acceptable to the Company; and (iii) the Documentation Condition, which requires that the supplemental indenture and amendments to the related security documents implementing the proposed amendments must have been executed.
Houlihan Lokey Capital, Inc. is acting as dealer manager and solicitation agent for the tender offer and the consent solicitation. The tender agent and information agent for the tender offer is D.F. King & Co., Inc. Questions regarding the tender offer and consent solicitation may be directed to Houlihan Lokey, Liability Management Group, at (212) 497-7864 (collect). Requests for copies of the Offer to Purchase and Consent Solicitation Statement or other tender offer materials may be directed to D.F. King & Co., Inc., telephone number (866) 521-4424 (toll free) and (212) 269-5550 (for banks and brokers) or by e-mail at firstname.lastname@example.org.
This press release is for informational purposes only and is neither an offer to purchase nor a solicitation of an offer to sell the Notes. This press release also is not a solicitation of consents to the proposed amendments to the indenture or related security documents. The tender offer and consent solicitation are being made solely by means of the tender offer and consent solicitation documents, including the Offer to Purchase and Consent Solicitation Statement, dated May 29, 2015, and the related Consent and Letter of Transmittal, that the Company is distributing to holders of Notes. The tender offer and consent solicitation are not being made to holders of Notes in any jurisdiction in which the making or acceptance thereof would not be in compliance with the securities, blue sky or other laws of such jurisdiction.
This press release shall not constitute an offer to sell or a solicitation of an offer to buy, nor shall there be any sale of any security in any state or jurisdiction in which such an offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.
ABOUT AMERICAN PIPING PRODUCTS, INC.
American Piping Products, Inc. is a leading, ISO-certified global distributor to the oil and gas, refining and petrochemical, and power generation industries of four classes of specialty metal products: seamless carbon steel pipes, chrome moly and alloy steel pipes, welded steel pipes and fittings and flanges. Founded in 1994 and headquartered in St. Louis, MO, the Company serves customers that need specific dimensions of pipe, often on short notice, and are unable to source directly from global steel mills due to the mills' long lead times and large minimum purchase order requirements. For more information on the Company, please visit the company's website at www.ameripipe.com.
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS
Except for the historical information contained in this news release, the matters addressed are forward-looking statements. Statements that are predictive in nature or that depend upon or refer to future events or conditions are forward-looking statements. These statements are often identified by the words "may," "might," "will," "should," "would," "anticipate," "believe," "expect," "intend," "estimate," "hope", "plan" or similar expressions. In addition, expressions of our strategies, intentions or plans are also forward-looking statements. These statements reflect management's current views with respect to future events and are subject to risks and uncertainties, both known and unknown. You are cautioned not to place undue reliance on these forward-looking statements, which speak only as of their date. There are important factors that could cause actual results to differ materially from those in forward-looking statements, many of which are beyond our control. Investors are cautioned that any such forward-looking statements are not guarantees of future performance and involve risks and uncertainties, and that actual results may differ materially from those projected or implied in the forward-looking statements due to a number of factors, including, without limitation: the possibility that the tender offer will not be consummated; any failure to satisfy or waive any conditions to the tender offer, including the Financing Condition; the level of participation by Holders in the tender offer sufficient to effectuate the proposed amendments; the Company's ability to achieve profitability; the Company's ability to make scheduled payments under its outstanding indebtedness; the Company's ability to maintain adequate liquidity; the Company's ability to secure continued access to capital; economic and geopolitical conditions; regulatory factors; environmental conditions and regulations; price and availability of steel products; volatility in the global energy infrastructure market; significant disruptions in service or supply by any of the Company's suppliers or distributors; loss of customers and suppliers; and a decline in the demand for steel products.
SOURCE American Piping Products, Inc.