PITTSBURGH, Sept. 30, 2013 /PRNewswire/ -- TMS
International Corp. (NYSE: TMS) ("TMS") announced that Crystal
Merger Sub, Inc. ("Merger Sub"), an entity formed by family
business interests of Thomas J.
Pritzker and Gigi Pritzker
(the "Investors"), as advised by The Pritzker Organization, L.L.C.,
intends, subject to market conditions, to offer $300 million in aggregate principal amount of
senior notes due 2021 (the "notes"). The notes are being issued to
provide a portion of the financing for the previously announced
merger of Merger Sub with and into TMS, with TMS surviving the
merger (the "Acquisition").
(Logo:
http://photos.prnewswire.com/prnh/20110406/MM78984LOGO)
Merger Sub and the Investors expect that the net proceeds of the
offering will be used to finance a portion of the cash
consideration for the Acquisition. Upon consummation of the
Acquisition, Merger Sub will be merged with and into TMS, and TMS
will assume all of the obligations of Merger Sub under the notes
and certain of TMS's existing and future direct and indirect wholly
owned domestic restricted subsidiaries will guarantee the
notes.
The notes and the related guarantees will be offered in
the United States to qualified
institutional buyers pursuant to Rule 144A under the Securities Act
of 1933, as amended (the "Securities Act"), and outside
the United States pursuant to
Regulation S under the Securities Act. The notes and the related
guarantees have not been registered under the Securities Act and
may not be offered or sold in the United
States absent registration or an applicable exemption from
the registration requirements.
This press release shall not constitute an offer to sell or the
solicitation of an offer to buy, nor shall there be any sale of the
notes in any jurisdiction in which such offer, solicitation or sale
would be unlawful prior to registration or qualification under the
securities laws of any such jurisdiction.
Cautionary Statement Regarding Forward-Looking
Statements
This release contains certain "forward-looking statements" (as
such term is defined under Section 27A of the Securities Act of
1933, as amended, and Section 21E of the Securities Exchange Act of
1934, as amended) relating to future events of TMS. Such statements
are only predictions and involve risks and uncertainties, resulting
in the possibility that the actual events or performances will
differ materially from such predictions. Forward‐looking statements
may be preceded by, followed by or include the words "may," "will,"
"believe," "expect," "anticipate," "intend," "plan," "estimate,"
"could," "might," or "continue" or the negative or other variations
thereof or comparable terminology. A number of important factors
could cause actual events or results to differ materially from
those indicated by such forward‐looking statements, including the
parties' ability to consummate the Acquisition and the note
offering; the results and impact of the announcement of the
Acquisition and the note offering; the timing for satisfying the
conditions to the completion of the Acquisition and the note
offering; the parties' ability to meet expectations regarding the
timing and completion of the Acquisition and the note offering; the
occurrence of any event, change or other circumstance that could
give rise to the termination of the merger agreement or the failure
of the note offering; and other factors described in the most
recent Annual Report on Form 10‐K of TMS and elsewhere in TMS'
filings with the Securities and Exchange Commission. You should not
place undue reliance on any of these forward looking statements.
Any forward‐looking statement speaks only as of the date on which
it is made, and except as required by law, TMS undertakes no
obligation to update any such statement to reflect new information,
or the occurrence of future events or changes in circumstances.
SOURCE TMS International Corp.
