AMSTED Industries Incorporated Announces Settlement of Tender Offer for 5.625% Senior Notes due 2027 and Completion of Private Offering of 6.375% Senior Notes due 2033

CHICAGO, March 6, 2025 /PRNewswire/ -- AMSTED Industries Incorporated ("Amsted") announced today the settlement of the previously announced cash tender offer (the "Tender Offer") for any and all of its outstanding 5.625% Senior Notes due 2027 (the "2027 Notes"). The Tender Offer expired at 5:00 p.m., New York City time, on March 3, 2025 (the "Expiration Time"). At the Expiration Time, valid tenders had been received with respect to approximately $394.8 million of the $400 million aggregate principal amount of 2027 Notes outstanding. No 2027 Notes were tendered and subsequently delivered in accordance with guaranteed delivery procedures.

Amsted has accepted for payment all 2027 Notes validly tendered prior to the Expiration Time. On March 6, 2025, all such tendering holders received consideration in the amount of $1,000.68 for each $1,000 principal amount of 2027 Notes tendered, plus accrued and unpaid interest to, but not including, the date hereof.

In accordance with the indenture governing the 2027 Notes, Amsted has issued a notice of redemption with respect to all outstanding 2027 Notes that were not tendered in the Tender Offer. The redemption date is March 24, 2025.

Amsted also announced the settlement of its previously announced offering of $500 million aggregate principal amount of its 6.375% Senior Notes due 2033 (the "New Notes") on March 6, 2025. The New Notes will mature on March 15, 2033.

Amsted used a portion of the net proceeds from the offering of New Notes, together with cash on hand or borrowings under its credit facilities, to purchase all 2027 Notes validly tendered in the Tender Offer and to pay related costs and expenses. Amsted intends to use the remaining net proceeds from the offering of New Notes for the redemption of all remaining outstanding 2027 Notes and to repay outstanding borrowings under Amsted's credit facilities and to pay related costs and expenses.

The New Notes have not been and will not be registered under the Securities Act of 1933, as amended (the "Securities Act") or state securities laws and may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements of the Securities Act and applicable state securities laws. This press release is for informational purposes only and does not constitute an offer to sell or the solicitation of an offer to buy the New Notes or any other securities and shall not constitute an offer, solicitation or sale in any jurisdiction in which, or to any person to whom, such an offer, solicitation or sale is unlawful.

Amsted is a diversified manufacturer of industrial components serving primarily the railroad, commercial vehicle, construction, and automotive 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 redemption of the 2027 Notes not purchased in the Tender Offer and the repayment of certain outstanding borrowings under Amsted's credit facility. Forward-looking statements can be identified by words such as "intends," "will," and similar references to future periods, although not all forward-looking statements include these identifying words. 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. 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. In light of the significant risks and uncertainties inherent in forward-looking statements, you should not place undue reliance on forward-looking statements, which reflect Amsted's views only as of the date of this release. Except as required by law, neither Amsted nor any of its affiliates or representatives undertake any obligation to provide additional information or to correct or update any information set forth in this release, whether as a result of new information, future developments or otherwise.

SOURCE AMSTED Industries Incorporated