The Manitowoc Company, Inc. Announces Pricing of $300 Million of Senior Secured Second Lien Notes due 2026
March 11 2019 - 5:23PM
Business Wire
The Manitowoc Company, Inc. (NYSE: MTW) (“Manitowoc”) announced
today that it has priced its previously announced private offering
(the “Offering”) of $300,000,000 aggregate principal amount of
senior secured second lien notes due 2026 (the “Notes”). The Notes
will have an interest rate of 9.000% per annum and are being
issued at a price equal to 100.000% of their face value. The Notes
will be guaranteed on a senior secured second lien basis, jointly
and severally, by each of Manitowoc’s domestic subsidiaries that
will guarantee its new asset-based revolving credit facility (the
“New ABL Credit Facility”). The Offering is expected to close on
March 25, 2019, subject to market and other conditions, including
Manitowoc entering into the New ABL Credit Facility. There can be
no assurance that the Offering will be completed on a timely basis,
or at all.
Manitowoc expects its net proceeds from the Offering, after
deducting discounts and commissions and estimated offering expenses
payable by Manitowoc, to be approximately $294.0 million. Manitowoc
intends to use the net proceeds from the Offering, together with
proceeds from the initial extension of credit under the New ABL
Credit Facility, to (i) redeem all of its outstanding 12.75% Senior
Secured Second Lien Notes due 2021; (ii) repay all obligations
outstanding, and terminate all commitments, under (x) its existing
$225.0 million asset-based revolving credit facility and (y) its
existing $75.0 million accounts receivable securitization program;
and (iii) pay related fees and expenses, including applicable
premiums. Manitowoc intends to use any remaining net proceeds for
general corporate purposes.
The Notes will be sold to persons reasonably believed to be
qualified institutional buyers in reliance on Rule 144A and outside
the United States to non-U.S. persons in reliance on Regulation S.
The Notes and related guarantees have not been, and will not be,
registered under the Securities Act of 1933, as amended (the
“Securities Act”), or the securities laws of any other jurisdiction
and, unless so registered, may not be offered or sold in the United
States except pursuant to an exemption from, or in a transaction
not subject to, the registration requirements of the Securities Act
and applicable state securities laws.
This shall not constitute an offer to sell, or a solicitation of
an offer to buy, the Notes or any other securities and shall not
constitute an offer to sell, or a solicitation of an offer to buy,
or a sale of, the Notes or any other securities in any jurisdiction
in which such offer, solicitation or sale is unlawful.
Forward-Looking Statements
This press release includes “forward-looking statements”
intended to qualify for the safe harbor from liability under the
Private Securities Litigation Reform Act of 1995. Any statements
contained in this press release that are not historical facts are
forward-looking statements within the meaning of the Private
Securities Litigation Reform Act of 1995. These statements, which
include, but are not limited to, statements regarding the Offering
and the timing of the closing of the Offering and the anticipated
use of proceeds therefrom, are based on the current expectations of
the management of Manitowoc and are subject to uncertainty and
changes in circumstances. Forward-looking statements include,
without limitation, statements typically containing words such as
“intends,” “expects,” “anticipates,” “targets,” “estimates,” and
words of similar import. By their nature, forward-looking
statements are not guarantees of future performance or results and
involve risks and uncertainty that could cause actual results and
developments to differ materially from those expressed or implied
by such forward-looking statements. Factors that could cause actual
results and developments to differ materially include, among
others:
- changes in economic or industry
conditions generally or in the markets served by Manitowoc;
- unanticipated changes in customer
demand, including changes in global demand for high-capacity
lifting equipment, changes in demand for lifting equipment in
emerging economies, and changes in demand for used lifting
equipment;
- unanticipated changes in revenues,
margins, costs, and capital expenditures;
- the ability to increase operational
efficiencies across Manitowoc’s businesses and to capitalize on
those efficiencies;
- the ability to significantly improve
profitability;
- the risks associated with overall
economic growth or contraction;
- changes in raw material and commodity
prices, including as a result of tariffs;
- foreign currency fluctuation and its
impact on reported results and hedges in place with Manitowoc;
- the ability to focus on customers, new
technologies, and innovation;
- uncertainties associated with new
product introductions, the successful development and market
acceptance of new and innovative products that drive growth;
and
- other risk factors detailed in
Manitowoc's Annual Report on Form 10-K for the fiscal year ended
December 31, 2018 and its other filings with the United States
Securities and Exchange Commission (the “SEC”).
Manitowoc undertakes no obligation to update or revise
forward-looking statements, whether as a result of new information,
future events or otherwise. Forward-looking statements only speak
as of the date on which they are made. Information on the potential
factors that could affect Manitowoc’s actual results of operations
is included in its filings with the SEC, including but not limited
to its Annual Report on Form 10-K for the fiscal year ended
December 31, 2018.
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version on businesswire.com: https://www.businesswire.com/news/home/20190311005871/en/
The Manitowoc Company, Inc.David J. AntoniukSVP and Chief
Financial Officer+1 414-760-4813
Manitowoc (NYSE:MTW)
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