American Piping Products, Inc. (the "Company"), a leading, ISO-certified global distributor to the oil and gas, refining and petrochemical, and power generation industries of seamless carbon steel pipes, chrome moly and alloy steel pipes, welded steel pipes and fittings and flanges, announced today that it has received tenders and related consents from holders of $93,057,000 aggregate principal amount of its 12⅞% Senior Secured Notes due 2017 (CUSIP Nos. 02902P AA7 and U0289P AA1) (the "Notes") prior to the consent payment deadline of 5:00 p.m., New York City time, on June 11, 2015 (the "Consent Payment Deadline"). The complete terms and conditions of the previously announced cash tender offer and consent solicitation are detailed in the Company's Offer to Purchase and Consent Solicitation Statement dated May 29, 2015 and the related Consent and Letter of Transmittal (the "Tender Offer Documents").
The tenders of Notes and related consents received by the Company and not validly withdrawn prior to the Consent Payment Deadline represent 100.00% of the aggregate principal amount of the Notes outstanding. Accordingly, the Company and the trustee and collateral agent for the Notes have entered into a supplemental indenture that will eliminate a significant portion of the restrictive covenants and eliminate certain events of default contained in the indenture governing the Notes, release all of the collateral securing the obligations of the Company and the guarantors under the Notes and amend the number of days prior to any redemption date that the Company must send a notice of redemption. The supplemental indenture will become operative only upon the acceptance of the tendered Notes for purchase by the Company.
The Company currently expects to accept for payment all of the Notes validly tendered prior to the Consent Payment Deadline on or about June 26, 2015, subject to the conditions set forth in the Tender Offer Documents. Each holder who validly tendered its Notes prior to the Consent Payment Deadline will receive, if such Notes are accepted for purchase pursuant to the tender offer, the total consideration of $1,064.38 per $1,000 principal amount of Notes tendered (which amount includes a consent payment of $5.00 per $1,000 principal amount of Notes), plus any accrued and unpaid interest on the Notes up to, but not including, the payment date for the Notes.
The tender offer remains open and is scheduled to expire at 9:00 a.m., New York City time, on June 26, 2015, unless extended or earlier terminated (the "Expiration Time"). Because the withdrawal deadline has passed, tendered Notes may no longer be withdrawn, except to the extent required by applicable law.
The tender offer and consent solicitation remains subject to the satisfaction of certain conditions, including the Financing Condition (as defined in the Tender Offer Documents), which requires the consummation of a refinancing transaction on terms reasonably acceptable to the Company. The Company has the right, but not the obligation, to waive any conditions, and also has the right, in its sole discretion, to terminate the tender offer and consent solicitation at any time and for any reason.
Houlihan Lokey Capital, Inc. is acting as dealer manager and solicitation agent for the tender offer and the consent solicitation. The tender agent and information agent for the tender offer is D.F. King & Co., Inc. Questions regarding the tender offer and consent solicitation may be directed to Houlihan Lokey, Liability Management Group, at (212) 497-7864 (collect).
This press release is for informational purposes only and is neither an offer to purchase nor a solicitation of an offer to sell the Notes. The tender offer and consent solicitation are being made solely by means of the Tender Offer Documents that the Company has distributed to holders of Notes. The tender offer and consent solicitation are not being made to holders of 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.
This press release shall not constitute an offer to sell or a solicitation of an offer to buy, nor shall there be any sale of any security in any state or jurisdiction in which such an offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.
ABOUT AMERICAN PIPING PRODUCTS, INC.
American Piping Products, Inc. is a leading, ISO-certified global distributor to the oil and gas, refining and petrochemical, and power generation industries of four classes of specialty metal products: seamless carbon steel pipes, chrome moly and alloy steel pipes, welded steel pipes and fittings and flanges. Founded in 1994 and headquartered in St. Louis, Missouri, the Company serves customers that need specific dimensions of pipe, often on short notice, and are unable to source directly from global steel mills due to the mills' long lead times and large minimum purchase order requirements.