CHICAGO, March 4, 2025 /PRNewswire/ — AMSTED Industries Incorporated (“Amsted”), today announced the expiration and results 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, (i) valid tenders had been received with respect to approximately $394.8 million and (ii) approximately $0.03 million of 2027 Notes were tendered in accordance with guaranteed delivery procedures, totaling approximately $394.8 million of the $400 million aggregate principal amount of the 2027 Notes outstanding.Ā
Amsted will accept for payment all 2027 Notes validly tendered prior to the Expiration Time and all 2027 Notes tendered and subsequently delivered in accordance with guaranteed delivery procedures. The settlement date for the Notes validly tendered (and not validly withdrawn) at or prior to the Expiration Time and accepted for purchase in the Tender Offer, including the Notes submitted using the Notice of Guaranteed Delivery, is expected to occur onĀ March 6, 2025Ā (the “Settlement Date”). On the Settlement Date, all such tendering holders will receive 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 Settlement Date.
The Tender Offer is subject to the satisfaction or waiver of a number of conditions that are set forth in the Offer to Purchase, including, without limitation, Amsted having available funds, including gross proceeds of at least $400 million from a debt financing transaction, on terms and conditions satisfactory to Amsted, in an amount that is sufficient to pay the Tender Offer Consideration with respect to all outstanding 2027 Notes in the Tender Offer, and certain other customary conditions. There can be no assurance that any of the conditions to the Tender Offer will be satisfied.
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 has engaged J.P. Morgan Securities LLC as Dealer Manager for the Tender Offer. Copies of the Offer to Purchase and Notice of Guaranteed Delivery are available atĀ www.dfking.com/amsted and may be obtained from D.F. King & Co., Inc., the Tender Agent and Information Agent, by email to amsted@dfking.com or by phone at (800) 967-7635. Please direct questions regarding the Tender Offer to J.P. Morgan Securities LLC at (866) 834-4666 or (212) 834-7489.
This announcement is for informational purposes only and does not constitute an offer to buy or a solicitation of an offer to sell any security. The Tender Offer is being made solely by means of the Offer to Purchase. 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 will be deemed to be made on behalf of Amsted by the dealer manager or one or more registered brokers or dealers licensed under the laws of such jurisdiction. None of Amsted, the Dealer Manager, the Tender Agent and Information Agent, nor any of their respective affiliates, boards of directors or similar governing bodies is making any recommendation as to whether or not holders should tender their 2027 Notes in connection with the Tender Offer, and neither Amsted nor any other person has authorized any person to make any such recommendation. In addition, this press release is not an offer to sell or the solicitation to buy any securities issued in connection with Amsted’s concurrent senior notes offering or any other securities of Amsted.
Forward Looking Statements
This release contains forward-looking statements with respect to the settlement of the 2027 Notes purchased in the Tender Offer and the redemption of the 2027 Notes not purchased in the Tender Offer. Forward-looking statements can be identified by words such as “expects,” “may,” “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.
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.
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