#United States #Chicago #Senior Notes #Cash Tender #Amsted Industries

AMSTED Industries Completes Cash Tender Offer for 5.625% Senior Notes Due 2027

On March 4, 2025, AMSTED Industries Incorporated, also known simply as Amsted, announced the completion of its cash tender offer for its outstanding 5.625% Senior Notes maturing in 2027. This announcement marks an important milestone for the company as it manages its debt offerings while also ensuring the optimal handling of its financial resources.

The tender offer officially expired on March 3, 2025, at 5:00 PM New York City time. Amsted reported that valid tenders were received for approximately $394.8 million of the $400 million aggregate principal amount in outstanding 2027 Notes. Notably, the effective participation underscores market trust as investors responded positively to the offer. Approximately $0.03 million of these Notes were tendered through guaranteed delivery procedures, totaling to nearly the entire offering.

Amsted will accept payments for all validly tendered 2027 Notes prior to the expiration and those tendered via the guaranteed delivery options. The settlement date for the accepted Notes is projected to be March 6, 2025. On this date, participants will receive the attractive consideration of $1,000.68 for each $1,000 principal amount of the Notes tendered, plus the accrued and unpaid interest up until the settlement date.

In order to be able to fulfill this tender offer, Amsted is expected to ensure the availability of funds, which includes securing at least $400 million in gross proceeds from a debt financing transaction. These funds will be critical for the company to provide the offered consideration for the 2027 Notes. The tender offer is obligated to meet certain customary conditions that Amsted has outlined in its Offer to Purchase documents. However, uncertainties remain as there is no guarantee that all conditions will be satisfactorily met.

Moreover, in light of the indenture governing the outstanding 2027 Notes, Amsted has issued a notice of redemption for all Notes that were not tendered. This redemption is set for March 24, 2025, thereby allowing the company to streamline its debt obligations while providing a structured timeline for investors.

To manage this tender offer, Amsted has enlisted the services of J.P. Morgan Securities LLC as their Dealer Manager. Interested parties can find the Offer to Purchase and Notice of Guaranteed Delivery at www.dfking.com/amsted or contact D.F. King Co., Inc. directly for more information.

It is important to clarify that this announcement serves solely for informational purposes and does not serve as an offer for security transactions. The tender offer is being managed solely through the Offer to Purchase, which lays down the terms of engagement. For holders of the 2027 Notes, it is critical to stay informed but also to consider the recommendation of their financial advisors when making decisions regarding the tender offer.

The announcement does encompass forward-looking statements regarding the settlement of the tendered Notes and the redemption of any Notes that were not purchased. These statements carry inherent risks as various factors could influence actual outcomes differently from what is proposed. Therefore, stakeholders are encouraged to approach these projections with cautious optimism.

As a diversified manufacturer, Amsted Industries is prominently positioned within the railroad, commercial vehicle, construction, and automotive markets. The company stands unique as it is fully owned by an employee stock ownership plan (ESOP), which aligns employees' interests with corporate performance, enhancing overall company success and providing employees with significant retirement savings.

In conclusion, the successful completion of the tender offer represents a proactive step by AMSTED Industries in managing its financial health while fostering a basis for robust relationships with its investors. Stakeholders will keenly observe the outcome of the forthcoming settlement and subsequent actions in the financial arena.