Park-Ohio Industries, Inc. Announces Extension of Consent Deadline For Cash Tender Offer and Consent Solicitation For Its Senior Subordinated Notes

Mar 22, 2011, 08:59 ET from Park-Ohio Industries, Inc.

CLEVELAND, March 22, 2011 /PRNewswire/ -- Park-Ohio Industries, Inc., a subsidiary of Park-Ohio Holdings Corp. (Nasdaq: PKOH), announced today that it had extended the consent deadline for its previously announced cash tender offer for its outstanding 8 3/8% Senior Subordinated Notes due 2014 (CUSIP Nos. 700677AJ6 and 700677AK3) and the related consent solicitation to amend the indenture governing the notes to midnight, New York City time, on April 4, 2011 (the "Consent Deadline"). The tender offer and consent solicitation are being made pursuant to an Offer to Purchase and Consent Solicitation Statement and a related Consent and Letter of Transmittal, dated March 8, 2011 (as amended by this press release, the "Offer to Purchase").

The tender offer remains open and is scheduled to expire at midnight, New York City time, on April 4, 2011, unless extended or earlier terminated (the "Expiration Time").  Tendered notes may be withdrawn and consents may be revoked in accordance with the terms of the tender offer prior to the Consent Deadline.

The total consideration offered to holders of notes in the tender offer and consent solicitation is an amount, payable in cash, equal to $1,030.42 for each $1,000 principal amount of the notes validly tendered and accepted for purchase, plus accrued and unpaid interest to, but not including, the settlement date.  The total consideration includes a consent premium of $30.00 for each $1,000 principal amount of notes accepted for purchase that were validly tendered and not withdrawn prior to the Consent Deadline.  If the Expiration Time is extended but the Consent Deadline is not also extended, holders that tender their notes after the Consent Deadline but prior to the Expiration Time will be eligible to receive $1,000.42 for each $1,000 principal amount of notes validly tendered and accepted for payment, plus accrued and unpaid interest to, but not including, the settlement date.

Consummation of the tender offer is conditioned upon the financing of the new long-term debt issuance on terms and conditions satisfactory to Park-Ohio Industries as well as other general conditions.  The exact terms and conditions of the tender offer and consent solicitation are specified in, and qualified in their entirety by, the Offer to Purchase and related materials distributed to holders of the notes.  

Park-Ohio Industries has retained Barclays Capital Inc. and J.P. Morgan Securities LLC to serve as the Dealer Managers for the tender offer.  Questions regarding the tender offer may be directed to Barclays Capital Inc. at (800) 438-3242 (toll free) or (212) 528-7581 (collect) and to J.P. Morgan Securities LLC at (800) 245-8812 (toll free) and (212) 270-3994 (collect).  Requests for documents may be directed to Global Bondholder Services Corporation, the Information Agent for the tender offer, and banks and brokers can call collect at (212) 430-3774, all others can call toll free at (866) 470-4500.

This press release is not an offer to purchase or a solicitation of consents, which may be made only pursuant to the terms of the Offer to Purchase and related materials and in accordance with applicable securities laws.  This press release shall not constitute a notice of redemption of the notes.

This press release contains forward-looking statements that are subject to certain risks, uncertainties and assumptions, including the ability to satisfy the conditions to consummate the tender offer [or to receive the requisite consents to amend the indenture governing the note].  Should one or more of these risks or uncertainties materialize, or should underlying assumptions prove incorrect, actual results may vary materially from those anticipated, estimated or projected.  These and other risks and assumptions are described in the Park-Ohio Industries' reports that are available from the United States Securities and Exchange Commission.  The Park-Ohio Industries assumes no obligation to update the information in this release.

SOURCE Park-Ohio Industries, Inc.