ST. LOUIS, May 29, 2015 /PRNewswire/ -- American Piping
Products, Inc. (the "Company"), a leading, ISO-certified global
distributor to the oil and gas, refining and petrochemical, and
power generation industries of seamless carbon steel pipes, chrome
moly and alloy steel pipes, welded steel pipes and fittings and
flanges, announced today that it has commenced an offer to purchase
for cash any and all of the $93.1
million outstanding principal amount of its 12 7/8% Senior
Secured Notes due 2017 (CUSIP Nos. 02902P AA7 and U0289P AA1) (the
"Notes"). In connection with the tender offer, the Company is
soliciting consents to effect certain proposed amendments to the
indenture governing the Notes and certain security documents.
The tender offer and consent solicitation are being made pursuant
to an Offer to Purchase and Consent Solicitation Statement, dated
May 29, 2015, and a related Consent
and Letter of Transmittal, which set forth the terms and conditions
of the offer and consent solicitation in full detail.
The tender offer will expire at 9:00
a.m., New York City time,
on June 26, 2015, unless the tender
offer is extended or earlier terminated (the "Expiration Time").
The total consideration to be paid for each $1,000 principal amount of the Notes tendered
prior to 5:00 p.m., New York City time, on June 11, 2015 (such date and time, as may be
extended, the "Consent Payment Deadline"), and not validly
withdrawn, will be $1,064.38.
The total consideration includes a consent payment of
$5.00 per $1,000 principal amount of Notes tendered, which
is payable only to holders who tender their Notes and validly
deliver their consents prior to the Consent Payment Deadline.
Holders who tender their Notes after the Consent Payment
Deadline, but prior to the Expiration Time, will receive the tender
offer consideration of $1,059.38 per
$1,000 principal amount of Notes
tendered, which is the total consideration minus the consent
payment. Tendering holders will also receive accrued and
unpaid interest from the most recent interest payment date for the
Notes to, but not including, the applicable payment date. The
tender offer and consent solicitation includes an early settlement
option so that holders whose Notes are validly tendered prior to
the Consent Payment Deadline and accepted for purchase could
receive payment on an initial payment date, which could be as early
as June 12, 2015, though the Company
may elect, in its sole discretion, to make such payment only after
the Expiration Time. Tendered Notes may not be withdrawn and
consents may not be revoked after the execution and delivery of the
amendments to the indenture and related security documents, which
is expected to occur at or about 5:00
p.m., New York City time,
on June 11, 2015.
The proposed amendments to the indenture governing the Notes
would, among other things, eliminate a significant portion of the
restrictive covenants, eliminate certain events of default, release
all of the collateral securing the obligations of the Company and
the guarantors under the Notes and amend the number of days prior
to any redemption date that the Company must send a notice of
redemption. The Company will only adopt the proposed
amendments to the indenture and related security documents upon
receipt of the consent of the holders of at least 66 2/3% in
aggregate principal amount outstanding of the Notes (the "Requisite
Consent"). Holders who tender their Notes will be required to
consent to the proposed amendments and holders may not deliver
consents to the proposed amendments without tendering their Notes
in the tender offer. The proposed amendments to the indenture
and related security documents will not become operative, however,
until at least 66 2/3% in aggregate principal amount outstanding of
the Notes, whose holders have delivered consents to the proposed
amendments, have been accepted for payment.
The tender offer and consent solicitation are subject to the
satisfaction of certain conditions, including (i) the Minimum
Tender Condition, which requires that the receipt of the Requisite
Consents must have been obtained; (ii) the Financing Condition,
which requires the consummation of a refinancing transaction on
terms reasonably acceptable to the Company; and (iii) the
Documentation Condition, which requires that the supplemental
indenture and amendments to the related security documents
implementing the proposed amendments must have been executed.
Houlihan Lokey Capital, Inc. is acting as dealer manager and
solicitation agent for the tender offer and the consent
solicitation. The tender agent and information agent for the
tender offer is D.F. King & Co.,
Inc. Questions regarding the tender offer and consent
solicitation may be directed to Houlihan
Lokey, Liability Management Group, at (212) 497-7864
(collect). Requests for copies of the Offer to Purchase and
Consent Solicitation Statement or other tender offer materials may
be directed to D.F. King & Co.,
Inc., telephone number (866) 521-4424 (toll free) and (212)
269-5550 (for banks and brokers) or by e-mail at
app@dfking.com.
This press release is for informational purposes only and is
neither an offer to purchase nor a solicitation of an offer to sell
the Notes. This press release also is not a solicitation of
consents to the proposed amendments to the indenture or related
security documents. The tender offer and consent solicitation
are being made solely by means of the tender offer and consent
solicitation documents, including the Offer to Purchase and Consent
Solicitation Statement, dated May 29,
2015, and the related Consent and Letter of Transmittal,
that the Company is distributing to holders of Notes. The
tender offer and consent solicitation are not being made to holders
of Notes in any jurisdiction in which the making or acceptance
thereof would not be in compliance with the securities, blue sky or
other laws of such jurisdiction.
This press release shall not constitute an offer to sell or a
solicitation of an offer to buy, nor shall there be any sale of any
security in any state or jurisdiction in which such an offer,
solicitation or sale would be unlawful prior to registration or
qualification under the securities laws of any such state or
jurisdiction.
ABOUT AMERICAN PIPING PRODUCTS, INC.
American Piping Products, Inc. is a leading, ISO-certified
global distributor to the oil and gas, refining and petrochemical,
and power generation industries of four classes of specialty metal
products: seamless carbon steel pipes, chrome moly and alloy steel
pipes, welded steel pipes and fittings and flanges. Founded
in 1994 and headquartered in St. Louis,
MO, the Company serves customers that need specific
dimensions of pipe, often on short notice, and are unable to source
directly from global steel mills due to the mills' long lead times
and large minimum purchase order requirements. For more
information on the Company, please visit the company's website at
www.ameripipe.com.
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS
Except for the historical information contained in this news
release, the matters addressed are forward-looking statements.
Statements that are predictive in nature or that depend upon or
refer to future events or conditions are forward-looking
statements. These statements are often identified by the
words "may," "might," "will," "should," "would," "anticipate,"
"believe," "expect," "intend," "estimate," "hope", "plan" or
similar expressions. In addition, expressions of our
strategies, intentions or plans are also forward-looking
statements. These statements reflect management's current
views with respect to future events and are subject to risks and
uncertainties, both known and unknown. You are cautioned not
to place undue reliance on these forward-looking statements, which
speak only as of their date. There are important factors that
could cause actual results to differ materially from those in
forward-looking statements, many of which are beyond our
control. Investors are cautioned that any such
forward-looking statements are not guarantees of future performance
and involve risks and uncertainties, and that actual results may
differ materially from those projected or implied in the
forward-looking statements due to a number of factors, including,
without limitation: the possibility that the tender offer will not
be consummated; any failure to satisfy or waive any conditions to
the tender offer, including the Financing Condition; the level of
participation by Holders in the tender offer sufficient to
effectuate the proposed amendments; the Company's ability to
achieve profitability; the Company's ability to make scheduled
payments under its outstanding indebtedness; the Company's ability
to maintain adequate liquidity; the Company's ability to secure
continued access to capital; economic and geopolitical conditions;
regulatory factors; environmental conditions and regulations; price
and availability of steel products; volatility in the global energy
infrastructure market; significant disruptions in service or supply
by any of the Company's suppliers or distributors; loss of
customers and suppliers; and a decline in the demand for steel
products.
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visit:http://www.prnewswire.com/news-releases/american-piping-products-inc-commences-cash-tender-offer-and-consent-solicitation-for-its-outstanding-12-78-senior-secured-notes-due-2017-300091042.html
SOURCE American Piping Products, Inc.