CHICAGO, Feb. 28, 2014 /PRNewswire/ — AMSTED Industries Incorporated (“Amsted”) announced today that it has commenced a cash tender offer to purchase any and all of its outstanding $500,000,000 aggregate principal amount of 8.125% Senior Notes due 2018 (CUSIP Nos. 032177AD9 and U0018PAB7) (the “Notes”) and consent solicitation from the holders of the Notes to authorize the elimination of most of the covenants and certain of the events of default contained in the indenture governing the Notes (the “Proposed Amendments”). Holders may not tender their Notes pursuant to the tender offer without delivering consents or deliver consents without tendering their Notes. The tender offer is scheduled to expire at 11:59 p.m., New York City time, on March 27, 2014, unless extended or earlier terminated by Amsted (the “Expiration Time”). The tender offer and consent solicitation are being made pursuant to the Offer to Purchase and Consent Solicitation Statement dated today and the related Consent and Letter of Transmittal (together, the “Offer Documents”), which set forth a more detailed description of the tender offer and consent solicitation. Holders of the Notes are urged to carefully read the Offer Documents.

Subject to the terms of the tender offer and consent solicitation, holders who validly tender their Notes and deliver their consents (and do not validly withdraw their Notes or revoke their consents) prior to 5:00 p.m., New York City time, on March 13, 2014, unless extended or earlier terminated (the “Consent Payment Deadline”), will be entitled to receive $1,045.63, payable in cash, for each $1,000 principal amount of Notes accepted for payment (the “Total Consideration”), which amount includes a consent payment of $30.00 per $1,000 principal amount (the “Consent Payment”). In addition, holders whose Notes are purchased will receive accrued and unpaid interest up to, but not including, the applicable payment date. Holders may withdraw tenders and revoke consents at any time prior 5:00 p.m., New York City time, on March 13, 2014 (the “Withdrawal Date”) unless extended by Amsted. Amsted has reserved the right, at any time following the Consent Payment Deadline but prior to the Expiration Time, to accept for purchase all Notes validly tendered and not validly withdrawn on or before such date (the “Early Acceptance Date”). If Amsted elects to exercise this option, Amsted will pay the Total Consideration or Tender Offer Consideration (as defined below), as applicable, for the Notes accepted for purchase promptly following the acceptance of such Notes (the date of such payment being referred to as the “Early Payment Date”). Amsted expects that the Early Payment Date will be on or about March 17, 2014, subject to the satisfaction or waiver of all the conditions of the tender offer and consent solicitation.

Subject to the terms of the tender offer and consent solicitation, holders who validly tender their Notes and deliver their consents after the Consent Payment Deadline but on or prior to the Expiration Time will receive $1,015.63, payable in cash, for each $1,000 principal amount of Notes accepted for purchase (the “Tender Offer Consideration”) plus accrued and unpaid interest up to, but not including, the applicable payment date, but will not receive the Consent Payment. Notes tendered after the Consent Payment Deadline but before the Expiration Time are expected to receive payment promptly following the expiration of the tender offer and consent solicitation. The early acceptance and payment feature is at the option of Amsted and the Early Acceptance Date and final acceptance date could be the same date.

Amsted’s obligation to consummate the tender offer and consent solicitation is subject to the satisfaction or waiver of certain conditions, which are more fully described in the Offer Documents, including, among others, (i) issuance in a capital markets transaction by Amsted of an aggregate principal amount (before initial purchasers’ discounts and fees and other offering expenses) of at least $500.0 million and on terms acceptable to Amsted (the “Financing Transaction”), (ii) receipt of consents to authorize the Proposed Amendments by at least a majority of the outstanding Notes and (iii) execution and delivery of a supplemental indenture giving effect to the Proposed Amendments. There can be no assurance such conditions will be satisfied.

Amsted has retained D.F. King & Co., Inc., as the tender agent and information agent for the tender offer and consent solicitation. Amsted has retained Wells Fargo Securities, LLC and Morgan Stanley & Co. LLC as the dealer managers and solicitation agents for the tender offer and consent solicitation.

The Offer Documents will be distributed to holders of Notes promptly. Holders who would like additional copies of the offer documents may call the information agent, D.F. King & Co., Inc. at (212) 269-5550 (collect, for banks or brokers) or (800) 848-3416 (toll-free, for all others). Questions regarding the tender offer and consent solicitation may be directed to Wells Fargo Securities, LLC at (704) 410-4760 (collect) or (866) 309-6316 (U.S. toll-free), or to Morgan Stanley &Co., LLC at (212) 761-0858 (collect) or (800) 761-1808 (U.S. toll-free).

This news release shall not constitute an offer to buy or a solicitation of an offer to sell the Notes or an offer to sell or the solicitation of an offer to purchase any new securities, including in connection with the New Financing. Any such offer, solicitation, purchase or sale will be made only by means of the Offer to Purchase and the related Consent and Letter of Transmittal that Amsted will be making available to holders.

Amsted is a diversified manufacturer of industrial components serving primarily the railroad, vehicular, and construction and industrial markets. Amsted is 100% owned by its employee stock ownership plan (ESOP), which allows its employees to share in the success of the company and provides employees with significant retirement savings.

This release contains forward-looking statements with respect to the timing and principal amount of debt securities to be purchased in the cash tender offer, including certain terms and conditions of the tender offer. By their nature, forward-looking statements are subject to numerous assumptions, risks, and uncertainties. A number of factors could cause actual conditions, events or results to differ significantly from those described in the forward-looking statements. These factors include, but are not limited to, those that may be set forth in the Offer Documents. Actual results, performance or achievement could differ materially from those contained in these forward-looking statements for a variety of reasons. Other unknown or unpredictable factors also could have a material adverse effect on our business, financial condition and results of operations.

SOURCE AMSTED Industries Incorporated