AMSTED Industries Incorporated Announces Early Results in Connection with the Tender Offer and Consent Solicitation for Its 8.125% Senior Notes due 2018

CHICAGO, March 14, 2014 /PRNewswire/ -- AMSTED Industries Incorporated ("Amsted") announced today the results to date of the cash tender offer to purchase any and all of its outstanding $500,000,000 aggregate principal amount of 8.125% Senior Notes due 2018 (CUSIP Nos. 032177AD9 and U0018PAB7) (the "Notes") and consent solicitation from the holders of the Notes to authorize the elimination of most of the covenants and certain of the events of default contained in the indenture governing the Notes.  

As of 5:00 p.m., New York City time, on March 13, 2014, which was the "Consent Payment Deadline" for the cash tender offer and consent solicitation, Amsted received valid tenders and consents from holders of $458,076,000 in aggregate principal amount of the Notes, representing 91.62% of the outstanding principal amount of the Notes.

Holders of the accepted Notes who tendered their Notes prior to the Consent Payment Deadline will receive the total consideration of $1,045.63, payable in cash, for each $1,000 principal amount of Notes accepted for payment, which amount includes a consent payment of $30.00 per $1,000 principal amount.  In addition, holders of the accepted Notes will receive accrued and unpaid interest up to, but not including, the applicable payment date.  Amsted expects to settle all Notes tendered by the Consent Payment Deadline on March 17, 2014.

Amsted also announced that it had received consents from holders representing a majority in aggregate principal amount outstanding of the Notes to adopt the proposed amendments to the indenture governing the Notes. Amsted will enter into a supplemental indenture effecting the proposed amendments with respect to the Notes, which is expected to become effective upon payment for the accepted notes on March 17, 2014.

The tender offer and consent solicitation remains open and will expire at 11:59 p.m., New York City time, on March 27, 2014, unless extended or earlier terminated by Amsted (the "Expiration Time"). Holders of Notes who tender after the Consent Payment Deadline but prior to the Expiration Time will receive the tender offer consideration of $1,015.63, payable in cash, for each $1,000 principal amount of Notes accepted for purchase, plus accrued and unpaid interest up to, but not including, the applicable payment date. Notes tendered after the Consent Payment Deadline but before the Expiration Time are expected to receive payment promptly following the expiration of the tender offer and consent solicitation.

Amsted plans to call for redemption all remaining Notes not tendered by the Consent Payment Deadline.  

The tender offer and consent solicitation are being made pursuant to the Offer to Purchase and Consent Solicitation Statement dated February 28, 2014 and the related Consent and Letter of Transmittal (together, the "Offer Documents"), which set forth a more detailed description of the tender offer and consent solicitation.  Amsted may amend, extend or, subject to certain conditions, terminate the tender offer and consent solicitation.

Amsted has retained D.F. King & Co., Inc., as the tender agent and information agent for the tender offer and consent solicitation. Amsted has retained Wells Fargo Securities, LLC and Morgan Stanley & Co. LLC as the dealer managers and solicitation agents for the tender offer and consent solicitation.

Holders who would like additional copies of the Offer Documents may call the information agent, D.F. King & Co., Inc. at (212) 269-5550 (collect, for banks or brokers) or (800) 848-3416 (toll-free, for all others). Questions regarding the tender offer and consent solicitation may be directed to Wells Fargo Securities, LLC at (704) 410-4760 (collect) or (866) 309-6316 (U.S. toll-free), or to Morgan Stanley &Co., LLC at (212) 761-0858 (collect) or  (800) 761-1808 (U.S. toll-free).

This news release shall not constitute an offer to buy or a solicitation of an offer to sell the Notes or an offer to sell or the solicitation of an offer to purchase any new securities.

Amsted is a diversified manufacturer of industrial components serving primarily the railroad, vehicular, and construction and industrial markets.  Amsted is 100% owned by its employee stock ownership plan (ESOP), which allows its employees to share in the success of the company and provides employees with significant retirement savings.

This release contains forward-looking statements with respect to the timing and principal amount of debt securities to be purchased in the cash tender offer, including certain terms and conditions of the tender offer.  By their nature, forward-looking statements are subject to numerous assumptions, risks, and uncertainties. A number of factors could cause actual conditions, events or results to differ significantly from those described in the forward-looking statements. These factors include, but are not limited to, those that may be set forth in the Offer Documents. Actual results, performance or achievement could differ materially from those contained in these forward-looking statements for a variety of reasons. Other unknown or unpredictable factors also could have a material adverse effect on our business, financial condition and results of operations.

SOURCE AMSTED Industries Incorporated