AMSTED Industries Incorporated Announces Tender Offer for Any and All of Its 5.625% Senior Notes Due 2027

CHICAGO, Feb. 20, 2025 /PRNewswire/ -- AMSTED Industries Incorporated ("Amsted") today announced that it has commenced a cash tender offer (the "Tender Offer") for any and all of its outstanding 5.625% Senior Notes due 2027 (the "Notes"), upon the terms and conditions described in Amsted's Offer to Purchase dated February 20, 2025 (as amended or supplemented, the "Offer to Purchase").

The Tender Offer will expire at 5:00 p.m.New York City time, on March 3, 2025, unless extended (such date and time, as the same may be extended, the "Expiration Time"). Holders who validly tender (and do not validly withdraw) their Notes prior to the Expiration Time will be entitled to receive the total consideration of $1,000.68 per $1,000 principal amount of Notes validly tendered and accepted for purchase (the "Tender Offer Consideration"), together with any accrued and unpaid interest from the most recent interest payment date on the Notes up to, but not including, the payment date for such Notes. Notes tendered prior to the Expiration Time may be withdrawn at any time prior to the Expiration Time. Amsted expects the settlement date to be March 6, 2025, for tendered and accepted Notes subject to the satisfaction or waiver of the conditions of the Tender Offer.

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 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.

To the extent any Notes remain outstanding after the consummation of the Tender Offer, Amsted intends to redeem all such Notes pursuant to the terms of the indenture governing the Notes. This statement of intent should not constitute a notice of redemption under the indenture or an obligation to issue a notice of redemption.

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 at 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 the Notes. 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 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.

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.

This release contains forward-looking statements with respect to the timing and principal amount of the Notes to be purchased in the Tender Offer or otherwise redeemed, including certain terms and conditions of the Tender Offer and Amsted's debt financing transaction.  Forward-looking statements can be identified by words such as "intends," "will," "may," "expects," 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. These factors include, but are not limited to, those that are set forth in the Offer to Purchase and Amsted's annual report. 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.

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SOURCE AMSTED Industries Incorporated