AMSTED Industries Incorporated Announces Early Tender Offer Results for 5.000% Senior Notes due 2022 and Related Solicitation of Consents

CHICAGO, June 5, 2019 /PRNewswire/ -- AMSTED Industries Incorporated ("Amsted") today announced the preliminary results of its previously announced cash tender offer (the "Tender Offer") for any and all of its outstanding 5.000% Senior Notes due 2022 (the "Notes") and the concurrent solicitation of consents (the "Consent Solicitation") to certain proposed amendments (the "Proposed Amendments") to the terms of the Notes. The Tender Offer and Consent Solicitation are being made on the terms and subject to the conditions set forth in the Offer to Purchase and Consent Solicitation Statement dated May 21, 2019 (the "Offer to Purchase") and the related letter of transmittal.

As of 5:00 p.m., New York City time, on June 4, 2019 (the "Consent Time"), according to D. F. King & Co. Inc., the Depositary and Information Agent for the Tender Offer and Consent Solicitation, Amsted had received valid tenders (and related consents) from the holders of an aggregate principal amount of $295,792,000 of the Notes, representing approximately 98.60% of the aggregate principal amount of the Notes outstanding. Based on such tenders (and related consents), the Proposed Amendments have been approved with respect to the Notes. The total consideration offered in respect of Notes validly tendered and not validly withdrawn at or prior to the Consent Time is $1,014.20 per $1,000 principal amount of Notes.

The Tender Offer is scheduled to expire at 11:59 p.m., New York City time, on June 18, 2019, unless extended or earlier terminated as described in the Offer to Purchase (such time and date, as they may be extended, the "Expiration Time"). However, the Consent Time, which was also the withdrawal and revocation deadline, has passed. As a result, validly tendered Notes may no longer be withdrawn (and the related consents may no longer be revoked). Holders who validly tender Notes after the Consent Time, but at or prior to the Expiration Time, will only receive the tender offer consideration of $984.20 per $1,000 principal amount of Notes and not the consent payment described in the Offer to Purchase. In addition, accrued interest up to, but not including, the applicable settlement date of the Notes will be payable in cash on all validly tendered and accepted Notes.

Because the Proposed Amendments have been approved, Amsted, the guarantors under the indenture governing the Notes and the trustee for the Notes will enter into a supplemental indenture that gives effect to the Proposed Amendments, which will eliminate certain of the restrictive covenants and events of default applicable to the Notes and reduce the minimum notice period to call the Notes from 30 days to 3 business days. Holders who do not tender their Notes at or prior to the Expiration Time will not have the benefit of the existing restrictive covenants and events of default applicable to the Notes.

The Proposed Amendments will become operative with respect to the Notes only if Amsted accepts for purchase and pays for all Notes that are validly tendered for purchase in the Tender Offer at or prior to the Expiration Time. The Tender Offer and Consent Solicitation are subject to the satisfaction or waiver of a number of conditions as set forth in the Offer to Purchase, including the receipt by Amsted of gross proceeds of at least $350 million from a debt financing transaction on terms reasonably satisfactory to Amsted, in its sole discretion, in an amount that is sufficient to pay the total consideration with respect to all outstanding Notes in the Tender Offer. Any condition may be waived by Amsted with respect to the Tender Offer. If Amsted successfully concludes the debt financing transaction prior to the Expiration Time, Amsted may elect, in its sole discretion, to purchase tendered Notes prior to the Expiration Time. The initial settlement date for the Tender Offer and Consent Solicitation will be a business day promptly following the Consent Time and the satisfaction or waiver of the conditions to the consummation of the Tender Offer and the Consent Solicitation, and is expected to be June 5, 2019.

Amsted has engaged Wells Fargo Securities, LLC as Dealer Manager and Solicitation Agent for the Tender Offer.  Copies of the Offer to Purchase and the related letter of transmittal may be obtained from D.F. King & Co., Inc., the Depositary and Information Agent, by e-mail to [email protected] or by phone at (888) 280-6942 or (212) 269-5550.  Please direct questions regarding the Tender Offer to Wells Fargo Securities, LLC at (866) 309-6316 or (704) 410-4759.

This announcement is for informational purposes only and does not constitute an offer to buy or a solicitation of an offer to sell the Notes. The Tender Offer and Consent Solicitation are being made solely by means of the Offer to Purchase and the related letter of transmittal. In those jurisdictions where the securities, blue sky or other laws require any tender offer to be made by a licensed broker or dealer, the Tender Offer and Consent Solicitation will be deemed to be made on behalf of Amsted by the dealer manager and solicitation agent or one or more registered brokers or dealers licensed under the laws of such jurisdiction.  In addition, this press release is not an offer to sell or the solicitation to buy any securities issued in connection with Amsted's previously announced concurrent senior notes offering.

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 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 to Purchase. 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 Amsted's business, financial condition and results of operations.

SOURCE AMSTED Industries Incorporated