Reliance Steel & Aluminum Co. Announces Cash Tender Offers and Related Consent Solicitations for the PNA Group, Inc. 10.75% Senior Notes Due 2016 and the PNA Intermediate Holding Corporation Senior Floating Rate Toggle Notes Due 2013
LOS ANGELES--(BUSINESS WIRE)--
Reliance Steel & Aluminum Co. (NYSE:RS) announced today that it has commenced cash tender offers to purchase any and all of the outstanding PNA Group, Inc. 10.75% Senior Notes due 2016 (the "Fixed Rate Notes") and any and all of the outstanding PNA Intermediate Holding Corporation Senior Floating Rate Toggle Notes due 2013 (the "Floating Rate Notes," collectively the "Notes"), as well as related consent solicitations to amend each of the indentures governing the Notes. There is outstanding $250,000,000 principal amount of the Fixed Rate Notes and $170,000,000 of the Floating Rate Notes. The tender offers and consent solicitations are being conducted in connection with Reliance's agreement to acquire the outstanding capital stock of PNA Group Holding Corporation, a national steel service center group and the parent company of the issuers of the Notes (the "Acquisition"). The completion of the tender offers and consent solicitations are not conditions to completion of the Acquisition or the financing thereof.
The tender offers will expire at 5:00 p.m., New York City time, on August 1, 2008, unless extended or earlier terminated by Reliance (such time and date, as the same may be extended or earlier terminated, the "Expiration Date"). Holders who wish to receive the Total Consideration (as defined below) for the Notes must validly tender and not validly withdraw their Notes on or prior to 5:00 p.m., New York City time, on July 15, 2008, unless extended or earlier terminated by Reliance (such time and date, as the same may be extended or earlier terminated, the "Consent Date").
Holders tendering their Notes will be required to consent to proposed amendments (the "Proposed Amendments") to the indentures governing the Notes and the Notes, which would eliminate substantially all of the restrictive covenants contained in the indentures and the Notes (other than the covenants related to change of control offers). Holders may not tender their Notes without also delivering consents and may not deliver consents without also tendering their Notes. Adoption of the Proposed Amendments with respect to each series of Notes requires the consent of holders of at least a majority of the aggregate principal amount of such Notes outstanding. The tender offers are not conditioned upon the receipt of consents to adopt the Proposed Amendments and neither tender offer is conditioned upon the completion of the other tender offer.
The total consideration for each $1,000 principal amount of Fixed Rate Notes validly tendered and not validly withdrawn pursuant to the tender offer therefore is $1,205.75 (the "Total Fixed Rate Consideration"). The Total Fixed Rate Consideration includes a consent payment of $20.00 per $1,000 principal amount of Fixed Rate Notes purchased (the "Fixed Rate Consent Payment"). The Total Fixed Rate Consideration was determined by reference to the sum of (a) 35% of $1,107.50 (being the price, as described the terms of the Fixed Rate Notes, at which 35% principal amount of the Fixed Rate Notes may be redeemed with the net proceeds of certain qualified equity offerings) and (b) 65% of $1,258.66 (being an estimate of the "make-whole" redemption price for the Fixed Rate Notes based on U.S. Treasury yields as of 11:00 a.m., New York City time, on July 1, 2008 and a spread of 50 basis points).
The total consideration for each $1,000 principal amount of Floating Rate Notes validly tendered and not validly withdrawn pursuant to the tender offer therefore is $1,020.00 (the "Total Floating Rate Consideration," and together with the Total Fixed Rate Consideration, the "Total Consideration"). The Total Floating Rate Consideration includes a consent payment of $20.00 per $1,000 principal amount of Floating Rate Notes purchased (the "Floating Rate Consent Payment").
Holders must validly tender and not validly withdraw Notes on or prior to the Consent Date in order to be eligible to receive the Total Consideration for such Notes purchased in the tender offers. Holders who validly tender their Fixed Rate Notes after the Consent Date and on or prior to the Expiration Date will be eligible to receive an amount, paid in cash, equal to $1,185.75 per $1,000 principal amount of Fixed Rate Notes, representing the Total Fixed Rate Consideration less the $20.00 Fixed Rate Consent Payment. Holders who validly tender their Floating Rate Notes after the Consent Date and on or prior to the Expiration Date will be eligible to receive an amount, paid in cash, equal to $1,000.00 per $1,000 principal amount of Floating Rate Notes, representing the Total Floating Rate Consideration less the $20.00 Floating Rate Consent Payment. Holders whose Notes are purchased in the tender offers will also be paid accrued and unpaid interest from the last interest payment date to, but not including, the settlement date for Notes purchased pursuant to the tender offers. Tendered Notes may be withdrawn, and the related consents may be revoked, at any time prior to the Consent Date, but not thereafter.
The tender offers and the consent solicitations are made upon the terms and subject to the conditions set forth in Reliance's Offer to Purchase and Consent Solicitation Statement dated July 1, 2008 (the "Offer to Purchase") and the related Letter of Transmittal and Consent. The tender offers and the consent solicitations are subject to certain conditions, including the closing of the Acquisition, but the tender offers are not conditioned upon any minimum principal amount of the Notes being tendered or upon the receipt of consents necessary to approve the Proposed Amendments. Reliance reserves the right to waive any of the conditions to the tender offers. The Offer to Purchase and related Letter of Transmittal and Consent contain important information which should be read carefully before any decision is made with respect to the tender offers and the consent solicitations.
Citi has been retained to serve as the sole Dealer Manager for the tender offers and the consent solicitations and can be contacted at (800) 558-3745 (toll-free) and (212) 723-6106 (collect). Global Bondholder Services Corporation is the Information Agent and the Depositary for the tender offers and the consent solicitations and can be contacted at (866) 807-2200 (toll-free) or (212) 430-3774 (collect).
Reliance Steel & Aluminum Co., headquartered in Los Angeles, California, is the largest metals service center company in the United States. Through a network of more than 180 locations in 37 states and Belgium, Canada, China, South Korea and the United Kingdom, the Company provides value-added metals processing services and distributes a full line of over 100,000 metal products. These products include galvanized, hot-rolled and cold-finished steel; stainless steel; aluminum; brass; copper; titanium and alloy steel sold to more than 125,000 customers in various industries.
Reliance Steel & Aluminum Co.'s press releases and additional information are available on the Company's web site at www.rsac.com. The Company was named to the 2008 "Fortune 500" List and the Fortune 2007 "100 Fastest Growing Companies" List and the Fortune 2008 List of "America's Most Admired Companies," the 2008 Forbes "America's Best Managed Companies" List, and the 2008 Forbes "Platinum 400 List of America's Best Big Companies."
This release may contain forward-looking statements. Actual results and facts may differ materially as a result of a variety of factors, many of which are outside of Reliance Steel & Aluminum Co.'s control.
Risk factors and additional information are included in Reliance Steel & Aluminum Co.'s reports on file with the Securities and Exchange Commission, including Reliance Steel & Aluminum Co.'s Annual Report on Form 10-K for the year ended December 31, 2007, and Quarterly Report on Form 10-Q for the quarter ended March 31, 2008.
This release is for informational purposes only and is neither an offer to purchase, a solicitation of an offer to sell the Notes nor a recommendation regarding the tender offers and/or consent solicitations. Holders should seek legal advice from an independent financial advisor as to the suitability of the transactions described herein for the individual concerned. The tender offers and the consent solicitations are not being made to holders of the 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. In any jurisdiction in which the securities laws or blue sky laws require the tender offers and the consent solicitations to be made by a licensed broker or dealer, the tender offers and the consent solicitations will be deemed to be made on behalf of Reliance by the Dealer Manager, or one or more registered brokers or dealers that are licensed under the laws of such jurisdiction.
Source: Reliance Steel & Aluminum Co.
Released July 1, 2008