Reliance Announces Tender Offer and Consent Solicitation for EMJ Notes
10/13/2006 -
Oct. 13, 2006 — Reliance Steel & Aluminum Co.’s wholly-owned subsidiary, Earle M. Jorgensen Co. (EMJ), has commenced a cash tender offer to purchase any and all of its outstanding 9.75% Senior Secured Notes due 2012, as well as a related consent solicitation to amend the indenture governing the Notes.
There is outstanding $249,995,000 principal amount of the Notes. The tender offer and consent solicitation are expected to be financed with funds from Reliance through a new syndicated credit facility of approximately $1 billion that it intends to put in place.
Concurrently with the tender offer, EMJ is soliciting consents from holders of the Notes for certain amendments that would eliminate substantially all of the restrictive covenants contained in the Indenture and the Notes (other than the covenants related to asset sales and change of control offers), certain event of default provisions as well as provisions relating to the security interest that Holders have in the assets of EMJ, and modify or eliminate certain other provisions contained in the Indenture, the Notes and the related Security Agreement and the Intercreditor Agreement. Adoption of the proposed amendments requires the consent of holders of at least a majority of the aggregate principal amount of Notes outstanding.
The consent solicitation will expire on the Consent Date. Holders who validly tender their Notes on or prior to the Consent Date will be eligible to receive the total consideration. Holders who validly tender their Notes after the Consent Date (November 8, 2006) will be eligible to receive only the tender offer consideration, namely the total consideration less the Consent Payment.
Notes validly tendered on or prior to the Expiration Date and not withdrawn on or prior to the Consent Date and which EMJ accepts for payment are expected to settle one business day following the Expiration Date, or as soon as practicable thereafter. Holders whose Notes are purchased will also be paid accrued and unpaid interest up to, but not including, the settlement date.
Holders who tender their Notes must consent to the amendments. Holders must validly tender their Notes and deliver their consents on or prior to the Consent Date in order to be eligible to receive the total consideration; Holders tendering Notes after the Consent Date will only be eligible to receive the tender offer consideration, namely the total consideration less the Consent Payment. Tendered Notes may not be withdrawn and consents may not be revoked after the Consent Date. The tender offer and the consent solicitation are subject to the satisfaction of certain conditions, including receipt of consents in respect to at least a majority of the principal amount of Notes on or prior to the Consent Date.
J.P. Morgan Securities Inc. is the sole Dealer Manager for the tender offer and the consent solicitation. Global Bondholder Services Corp. is the Information Agent and the Depositary for the tender offer and the consent solicitation.
Headquartered in Los Angeles, Calif., Reliance Steel & Aluminum Co. is one of the largest metals service center companies in the United States. Through a network of more than 160 locations in 37 states and Belgium, Canada, China and South Korea, the company provides value-added metals processing services and distributes a full line of over 90,000 metal products. These products include galvanized, hot-rolled and cold-finished steel; stainless steel; aluminum; brass; copper; titanium and alloy steel sold to more than 95,000 customers in various industries. Reliance Steel & Aluminum Co. was named to the 2006 Forbes Platinum 400 List of America’s Best Big Companies.
The company notes that this announcement is not an offer to purchase, a solicitation for acceptance of an offer to purchase, or a solicitation of consents with respect to any securities. The Offer and the Consent Solicitation are being made solely pursuant to the Offer to Purchase and Consent Solicitation Statement and related materials.