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Park-Ohio Industries, Inc. Announces Expiration And Results Of Cash Tender Offer And Consent Solicitation For Its 8 3/8% Senior Subordinated Notes Due 2014

CLEVELAND, April 7, 2011 /PRNewswire/ -- Park-Ohio Industries, Inc., a subsidiary of Park-Ohio Holdings Corp. (NASDAQ:  PKOH), announced today the expiration of its previously announced cash tender offer for its outstanding 8-3/8% Senior Subordinated Notes due 2014 (CUSIP Nos. 700677AJ6 and 700677AK3) and the related consent solicitation to amend the indenture governing the Notes.  The tender offer expired at midnight, New York City time, on April 6, 2011 (the "Expiration Time").  The tender offer was made pursuant to an Offer to Purchase and Consent Solicitation Statement and a related Consent and Letter of Transmittal, dated March 8, 2011 (as amended, the "Offer to Purchase").

At or prior to the Expiration Time, $111,476,000 aggregate principal amount of Notes, representing approximately 60.6% of the aggregate principal amount of Notes outstanding (excluding Notes held by affiliates of Park-Ohio Industries), had been validly tendered and not withdrawn pursuant to the tender offer. Park-Ohio Industries has accepted for purchase, and will pay for today, all of the Notes tendered at or prior to the Expiration Time.  Accordingly, Park-Ohio Industries has received consents sufficient to approve proposed amendments to the indenture governing the Notes that eliminate substantially all restrictive covenants and certain events of default and shorten the minimum period required to deliver notice of redemption of the Notes to holders. Park-Ohio Industries and the trustee for the Notes have entered into a supplemental indenture containing the proposed amendments, and the proposed amendments will become operative today upon payment of the total consideration for the tendered Notes.

The total consideration to be paid for Notes that were validly tendered and not validly withdrawn at or prior to the Expiration Time will be equal to $1,030.42 for each $1,000 in principal amount of Notes, plus accrued and unpaid interest on such principal amount of Notes to, but not including, the date of payment for the Notes accepted for purchase.  This amount includes a consent payment of $30.00 for each $1,000 in principal amount of the Notes to holders who validly tendered and did not withdraw their Notes and provided their consents to the proposed amendments to the indenture governing the Notes at or prior to the deadline for delivering such consents, which was the same date and time as the Expiration Time.

This press release is for informational purposes only and is not an offer to purchase, a solicitation of an offer to purchase or a solicitation of a consent with respect to any of the Notes.  The tender offer and the consent solicitation were made pursuant to the tender offer and the consent solicitation documents, including the Offer to Purchase that Park-Ohio Industries distributed to holders of Notes.  The tender offer and the consent solicitation were not 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.

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