Reliance Steel & Aluminum Co. Announces the Receipt of the Requisite Consents in...
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Date, all the $250 million aggregate outstanding principal amount of Fixed Rate Notes had been validly tendered and not withdrawn pursuant to the tender offer therefore and all of the $170 million aggregate outstanding principal amount of Floating Rate Notes had been validly tendered and not withdrawn pursuant to the tender offer therefore.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
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