EXHIBIT 99.1
Published on
Exhibit 99.1
NEWS RELEASE
| FOR IMMEDIATE RELEASE | CONTACT: | Kim P. Feazle | ||||
| Investor Relations | ||||||
| (713) 610-9937 | ||||||
| (213) 576-2428 | ||||||
| kfeazle@rsac.com | ||||||
| investor@rsac.com |
RELIANCE STEEL & ALUMINUM CO. ANNOUNCES CASH TENDER OFFER AND
RELATED CONSENT SOLICITATION FOR THE EARLE M. JORGENSEN COMPANY
9.75% SENIOR SECURED NOTES DUE 2012
RELATED CONSENT SOLICITATION FOR THE EARLE M. JORGENSEN COMPANY
9.75% SENIOR SECURED NOTES DUE 2012
Los Angeles, CA — October 12, 2006 — Reliance Steel & Aluminum Co. (NYSE:RS) announced today
that its wholly-owned subsidiary, Earle M. Jorgensen Company (“EMJ”), has commenced a cash tender
offer to purchase any and all of its outstanding 9.75% Senior Secured Notes due 2012 (the Notes”),
as well as a related consent solicitation to amend the indenture governing the Notes. There is
outstanding $249,995,000 principal amount of the Notes. The tender offer and consent solicitation
are expected to be financed with funds from Reliance through a new syndicated credit facility of
approximately $1 billion that it intends to put in place.
The total consideration to be paid for each validly tendered Note, subject to the terms and conditions
of the tender offer and consent solicitation, will be paid in cash and calculated based in part on
the yield of the 3.625% U.S. Treasury Note due June 30, 2007 (the “Reference Security”). The total
consideration for each $1,000 principal of Notes will be the present value of $1,048.75 (the “First
Call Price” payable on June 1, 2007 (the “First Call Date”) for such principal amount of Notes)
discounted to the settlement date from the First Call Date plus the present value on the settlement
date of all interest that would be payable beginning on the next interest payment date up until the
First Call Date, each determined on a fixed spread pricing formula utilizing
a yield equal to the Reference Security, plus 50 basis points, less interest accrued from the
previous interest payment date to, but not including, the settlement date. The Reference Security
yield will be determined at 2:00 pm, New York City time, on October 26, 2006. The total
consideration also includes a consent payment
of $20 per $1,000 principal amount of Notes (the “Consent Payment”) to holders who validly tender
their Notes, and thereby validly deliver consents with such Notes, on or prior to 5:00 pm, New York
City time, on
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Wednesday, October 25, 2006 (such date and time, as the same may be extended, the “Consent Date”).
The
detailed methodology for calculating the total consideration for validly tendered Notes is outlined
in the Offer to Purchase and Consent Solicitation Statement dated October 12, 2006 relating to the
tender offer and the consent solicitation.
Concurrently with the tender offer, EMJ is soliciting consents from holders of the Notes for
certain amendments which would eliminate substantially all of the restrictive covenants contained
in the Indenture and the Notes (other than the covenants related to asset sales and change of
control offers), certain event of default provisions as well as provisions relating to the security
interest that Holders have in the assets of EMJ, and modify or eliminate certain other provisions
contained in the Indenture, the Notes and the related Security Agreement and the Intercreditor
Agreement. Adoption of the proposed amendments requires the consent of holders of at least a
majority of the aggregate principal amount of Notes outstanding.
The consent solicitation will expire on the Consent Date. Holders who validly tender their
Notes on or prior to the Consent Date will be eligible to receive the total consideration. Holders
who validly tender their Notes after the Consent Date, and on or prior to midnight, New York City
time, on November 8, 2006 (the “Expiration Date”), will be eligible to receive only the tender
offer consideration, namely the total consideration less the Consent Payment.
Notes validly tendered on or prior to the Expiration Date and not withdrawn on or prior to the
Consent Date and which EMJ accepts for payment are expected to settle one business day following
the Expiration Date, namely November 9, 2006 (assuming that the Expiration Date is not extended),
or as soon as practicable thereafter. Holders whose Notes are purchased will also be paid accrued
and unpaid interest up to, but not including, the settlement date.
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Holders who tender their Notes must consent to the amendments. Holders must validly tender
their Notes and deliver their consents on or prior to the Consent Date in order to be eligible to
receive the total consideration; Holders tendering Notes after the Consent Date will only be
eligible to receive the tender offer consideration, namely the total consideration less the Consent Payment. Tendered Notes may
not be withdrawn and consents may not be revoked after the Consent Date. The tender offer and the
consent solicitation are subject to the satisfaction of certain conditions, including receipt of
consents in respect to at least a majority of the principal amount of Notes on or prior to the Consent Date.
J.P. Morgan Securities Inc. is the sole Dealer Manager for the tender offer and the consent
solicitation and can be contacted at (866) 834-4666 (toll free), or (212) 834-4077 (collect).
Global Bondholder Services Corporation is the Information Agent and the Depositary for the tender
offer and the consent solicitation 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 one of the largest
metals service center companies in the United States. Through a network of more than 160 locations
in
37 states and Belgium, Canada, China and South Korea, the Company provides value-added metals
processing services and distributes a full line of over 90,000 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 95,000 customers in various industries. Reliance Steel & Aluminum
Co.
was named to the 2006 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
and
Earle M. Jorgensen Company’s control. Risk factors and additional information are included in
Reliance
Steel & Aluminum Co.’s and Earle M. Jorgensen Company’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, 2005, Earle M. Jorgensen Company’s Annual Report on Form 10-K for the year
ended March 31, 2006, and their respective Quarterly Reports on Form 10-Q for the quarters ended
March 31 and June 30, 2006.
This announcement is not an offer to purchase, a solicitation for acceptance of an offer to
purchase, or a solicitation of consents with respect to any securities. The Offer and the Consent
Solicitation are being made solely pursuant to the Offer to Purchase and Consent Solicitation
Statement and related materials.
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