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
LOS ANGELES--(Business Wire)--
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withdrawn pursuant to the tender offer therefore and all of the $170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had been validly tendered and not withdrawn pursuant to the tender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.
Kim P. Feazle
Investor Relations
713-610-9937
213-576-2428
kfeazle@rsac.com
investor@rsac.com
Copyright Business Wire 2008
