TMS International Corp. Announces Proposed Offering Of Senior Notes By Crystal Merger Sub, Inc.
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").
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.
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