Reliance Steel & Aluminum Co. Announces the Receipt of the Requisite Consents in the 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
2008-07-15 22:14:00
LOS ANGELES–(EMWNews)–Reliance Steel & Aluminum Co. (NYSE:RS) announced today that it has
received the requisite consents to amend the indentures governing the
outstanding PNA Group, Inc. 10.75% Senior Notes due 2016 (the “Fixed
Rate Notes”) and the outstanding PNA
Intermediate Holding Corporation Senior Floating Rate Toggle Notes due
2013 (the “Floating Rate Notes,”
collectively the “Notes”).
The consents were obtained pursuant to consent solicitations conducted
concurrent with the previously announced cash tender offers to purchase
any and all of the 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 leading 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.
As of the Consent Date, all the $250 million aggregate outstanding
principal amount of Fixed Rate Notes had been validly tendered and not
withdrawn pursuant to the tender offer therefore and all of the $170
million aggregate outstanding principal amount of Floating Rate Notes
had been validly tendered and not withdrawn pursuant to the tender offer
therefore. As a result, Reliance has received the requisite consents to
adopt the Proposed Amendments pursuant to the consent solicitations. The
Proposed Amendments will become operative in the event that the
Acquisition is consummated and Reliance accepts the Notes for payment
pursuant to the tender offers.
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”). The Consent Date for the tender
offers and consent solicitations was 5:00 p.m., New York City time, on
July 15, 2008 and withdrawal rights terminated at such time. Upon
acceptance by Reliance of the Notes for payment pursuant to the tender
offers, Holders will be eligible to receive $1,205.75 per $1,000
principal amount, in the case of the Fixed Rate Notes, and $1,020 per
$1,000 principal amount, in the case of the Floating Rate Notes, in each
case plus accrued and unpaid interest from the last interest payment
date to, but not including, the settlement date for the tender offers.
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.
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 North America (United
States and Canada). 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 to more than
125,000 customers in a broad range of 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 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.
Reliance Steel & Aluminum Co. Relations |
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