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Park-Ohio Industries, Inc. Announces Early Results of Cash Tender Offer and Consent Solicitation for Its Outstanding Senior Notes Due 2021

CLEVELAND, OHIO--(BUSINESS WIRE)--

Park-Ohio Industries, Inc. (the “Company”), a subsidiary of Park-Ohio Holdings Corp. (PKOH), announced today the early results of the previously announced cash tender offer (the “Tender Offer”) and consent solicitation (the “Consent Solicitation”) with respect to all of its outstanding $250.0 million aggregate principal amount of 8.125% senior notes due 2021 (CUSIP No. 700677 AN7) (the “Notes”). The Tender Offer is being made pursuant to an Offer to Purchase and Consent Solicitation Statement and a related Letter of Transmittal and Consent, dated March 31, 2017. The Tender Offer is scheduled to expire at midnight, New York City time, at the end of April 27, 2017, unless extended or earlier terminated (the “Expiration Date”).

As of 5:00 p.m., New York City time, on April 13, 2017 (the “Early Tender Deadline”), according to Global Bondholder Services Corporation, the Depositary and Information Agent in connection with the Tender Offer and the Consent Solicitation, tenders and the related consents were received from holders of Notes and not validly withdrawn as outlined in the following table:

                         

 

Title of Security

   

 

CUSIP Numbers

   

Principal Amount
Outstanding

   

Principal
Amount
Tendered

   

Percent
Tendered

8.125% Senior Notes

due 2021

   

700677 AN7

   

$250,000,000

   

$238,978,000

   

95.59%

               

Accordingly, the Company has received consents sufficient to approve the previously announced proposed amendments to the Indenture governing the Notes (the “Indenture”). The Company, the guarantors party thereto and the trustee for the Notes will enter into a supplemental indenture containing the proposed amendments to the Indenture. Such amendments will not become effective until the settlement date, which is expected to occur on April 17, 2017, and until the Company accepts the Notes validly tendered and not withdrawn on or prior to the Early Tender Deadline.

Subject to the terms and conditions of the Tender Offer, holders of Notes who validly tendered and did not withdraw their Notes on or prior to the Early Tender Deadline will be entitled to receive $1,032.08 per $1,000 principal amount of Notes tendered, which includes the early tender premium of $30 per $1,000 principal amount of Notes tendered (the “Early Tender Premium”). Holders of Notes who validly tender their Notes after the Early Tender Deadline and on or prior to the Expiration Date will be entitled to receive $1,002.08 per $1,000 principal amount of Notes tendered, subject to the terms and conditions of the Tender Offer, and will not be entitled to the Early Tender Premium.

In addition, holders whose Notes are accepted for purchase will be entitled to receive accrued and unpaid interest in cash from the last interest payment date applicable to the Notes to, but not including, the applicable payment date. Payment for Notes tendered prior to the Early Tender Deadline is expected to be April 17, 2017. Payment for Notes validly tendered after the Early Tender Date and accepted for purchase will be made promptly after the Expiration Date.

The Tender Offer is conditioned upon the financing of the new long-term debt issuance on terms and conditions satisfactory to Park-Ohio Industries and the entry into a new credit agreement, as well as certain other customary conditions, but is not conditioned on the tender of any minimum principal amount of Notes. The Company expressly reserves the right in its sole discretion, subject to applicable law, at any time and from time to time, to (1) waive any and all conditions to the Tender Offer prior to the Expiration Date and accept all Notes previously tendered and not validly withdrawn pursuant to the Tender Offer, and (2) amend, extend or, subject to certain conditions, terminate the Tender Offer. The complete terms and conditions of the Tender Offer and Consent Solicitation are specified in, and qualified in their entirety by, the Offer to Purchase and Consent Solicitation Statement and related materials that are being distributed to holders of the Notes.

To the extent that any Notes are not validly tendered in the Tender Offer, the Company intends to redeem such pursuant to the redemption provisions of the indenture governing the Notes at a redemption price equal to 102.708% of the principal amount redeemed thereby, plus accrued and unpaid interest, if any, to, but not including, the redemption date. The Company intends to deliver an irrevocable notice of redemption to the trustee at the completion of the notes offering that is expected to be part of the debt financing. However, no assurance can be given that such untendered Notes will be redeemed as contemplated or at all.

Park-Ohio Industries has retained Barclays Capital Inc. and J.P. Morgan Securities LLC to serve as the Dealer Managers for the Tender Offer. Questions regarding the Tender Offer may be directed to Barclays Capital Inc. at (800) 438-3242 (toll free) or (212) 528-7581 (collect) and to J.P. Morgan Securities LLC at (800) 270-3994 (toll free) and (212) 270-5613 (collect). Requests for documents may be directed to Global Bondholder Services Corporation, the Information Agent for the Tender Offer, and banks and brokers can call collect at (212) 430-3775/3779, all others can call toll free at (866) 470-3800.

This press release is not an offer to purchase or a solicitation of consents, which may be made only pursuant to the terms of the Offer to Purchase and Consent Solicitation Statement and related materials and in accordance with applicable securities laws. This press release shall not constitute a notice of redemption of the Notes.

This press release contains forward-looking statements that are subject to certain risks, uncertainties and assumptions, including the ability to satisfy the conditions to consummate the Tender Offer. Should one or more of these risks or uncertainties materialize, or should underlying assumptions prove incorrect, actual results may vary materially from those anticipated, estimated or projected. These and other risks and assumptions are described in the Park-Ohio Industries’ reports that are available from the United States Securities and Exchange Commission. Park-Ohio Industries assumes no obligation to update the information in this release.

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