24 May, 2016, 08:30 ET
CANTON, Ohio, May 24, 2016 /PRNewswire/ -- TimkenSteel Corp. (NYSE: TMST) today announced the pricing of its previously announced registered public offering of $75.0 million aggregate principal amount (or up to an aggregate of $86.25 million aggregate principal amount if the underwriters of the notes offering exercise their over-allotment option in full) of its 6.00% Convertible Senior Notes due 2021.
The company expects to close the notes offering on May 31, 2016, subject to satisfaction of customary closing conditions.
The notes will be TimkenSteel's senior unsecured obligations and will bear interest at a rate of 6.00% per annum, payable semi-annually in arrears on June 1 and December 1 of each year, commencing on December 1, 2016. The notes will be convertible at the option of holders in certain circumstances and during certain periods into common shares of the company, cash, or a combination thereof, at the company's election. The conversion rate will initially be 79.5165 common shares of the company per $1,000 principal amount of notes (equivalent to an initial conversion price of approximately $12.58 per common share of the company), subject to customary adjustments. The notes will mature on June 1, 2021, unless earlier repurchased or converted in accordance with their terms prior to that date. TimkenSteel will not have the right to redeem the notes prior to maturity.
The company intends to use the net proceeds from the notes offering to repay a portion of the amounts outstanding under its asset-based revolving credit facility.
J.P. Morgan Securities LLC has acted as sole bookrunner for the notes offering. Deutsche Bank Securities Inc. is acting as co-manager for the notes offering.
The notes offering may be made only by means of a prospectus supplement and an accompanying prospectus. When available, copies of the prospectus supplement and the accompanying prospectus relating to the notes offering may be obtained from J.P. Morgan Securities LLC, c/o Broadridge Financial Solutions, 1155 Long Island Avenue, Edgewood, New York 11717, telephone (800) 831-9146, or Deutsche Bank Securities Inc., attention: Prospectus Group, 60 Wall Street, New York, New York 10005-2836, email: [email protected], telephone (800) 503-4611.
This news release does not constitute an offer to sell or a solicitation of an offer to buy any of the notes or any other securities, nor will there be any sale of the notes or any other securities in any state or jurisdiction in which such an offer, solicitation or sale is not permitted. A registration statement relating to these securities has been filed with the Securities and Exchange Commission and is effective.
About TimkenSteel Corporation
TimkenSteel (NYSE: TMST) creates tailored steel products and services for demanding applications, helping customers push the bounds of what's possible within their industries. The company reaches around the world in its customers' products and leads North America in large alloy steel bars (up to 16 inches in diameter) and seamless mechanical tubing made of its special bar quality (SBQ) steel, as well as supply chain and steel services. TimkenSteel makes all of its steel in the United States and operates warehouses and sales offices in four other countries. The company posted sales of $1.1 billion in 2015 and was named Steel Producer of the Year by American Metal Market.
Cautionary Note Regarding Forward-Looking Statements
This news release includes "forward-looking statements" within the meaning of the securities laws. The statements in this news release regarding TimkenSteel's current expectations and beliefs as to the closing of the notes offering, as well as other statements that are not historical facts, are forward-looking statements. Forward-looking statements are estimates and projections reflecting management's judgment based on currently available information and involve a number of risks and uncertainties that could cause actual results to differ materially from those suggested by the forward-looking statements. All information set forth in this release is as of May 24, 2016. TimkenSteel does not intend, and undertakes no duty, to update this information to reflect future events or circumstances. Risk factors and uncertainties that may cause actual results to differ materially from expected results include, among others, our ability to successfully complete the proposed notes offering. Information about certain other potential factors that could affect our business and financial results and cause actual results to differ materially from those expressed or implied in any forward-looking statements are included from time to time in our filings with the Securities and Exchange Commission, including Part I, Item 1A "Risk Factors" of our Annual Report on Form 10-K for the year ended December 31, 2015.
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