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TMS International Corp. Announces Pricing Of Senior Note Offering By Crystal Merger Sub, Inc.

PITTSBURGH, Oct. 4, 2013 /PRNewswire/ -- TMS International Corp. (NYSE: TMS) ("TMS") announced today that Crystal Merger Sub, Inc. ("Merger Sub"), an entity controlled by family business interests of Thomas J. Pritzker and Gigi Pritzker (the "Investors"), as advised by The Pritzker Organization, L.L.C., has priced an offering of $275 million in aggregate principal amount of senior notes (the "notes"). The notes will bear interest at a rate of 7.625% per annum and will mature in 2021. 


The net proceeds of the notes will be used to finance a portion of the cash consideration for the previously announced merger of Merger Sub and TMS (the "Acquisition").  Upon consummation of the Acquisition, Merger Sub will be merged with and into TMS, 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 Acquisition and the note offering are expected to close on October 16, 2013, subject to customary closing conditions. 

The notes and related guarantees have been 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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