Texas Industries, Inc. (NYSE:TXI) announced today that it has
commenced a cash tender offer and consent solicitation (the
"Offer") for any and all of its $550,000,000 aggregate principal
amount outstanding of 7 1/4% Senior Notes due 2013 (CUSIP Nos.
882491AK9 and 882491AN3) (the "Notes").
The Offer is scheduled to expire at 11:59 p.m., New York City
time, on August, 23, 2010, unless extended or earlier terminated
(the "Expiration Date"). Holders who validly tender their Notes and
provide their consents to the amendments to the indenture governing
the Notes on or before 5:00 p.m., New York City time, on August 9,
2010, unless extended (the "Consent Payment Deadline") shall
receive the Total Consideration (as defined below). Tenders of
Notes may be validly withdrawn and consents may be validly revoked
until the Withdrawal Rights Deadline (defined below).
The "Total Consideration" for each $1,000 principal amount of
Notes validly tendered and not validly withdrawn prior to the
Consent Payment Deadline shall be $1,020.63. The "Tender Offer
Consideration" for each $1,000 principal amount of Notes shall be
$1,000.63. The Tender Offer Consideration is the Total
Consideration minus the Consent Payment of $20.00 per $1,000
principal amount of Notes. Holders tendering after the Consent
Payment Deadline will be eligible to receive only the Tender Offer
Consideration. Holders who validly tender their Notes will
also receive accrued and unpaid interest from the most recent
interest payment date for the Notes to, but not including, the
applicable payment date. Holders who validly
tender their Notes by the Consent Payment Deadline will receive
payment on the initial payment date, which is expected to be on or
about August 10, 2010 and holders tendering after the Consent
Payment Deadline and prior to the Expiration Date will receive
payment on the final payment date which is expected to be August
24, 2010.
In connection with the tender offer, TXI is soliciting consents
to certain proposed amendments to eliminate substantially all of
the restrictive covenants and certain events of default in the
indenture governing the Notes. TXI is offering to make a
consent payment (which is included in the Total Consideration
described above) of $20.00 per $1,000 principal amount of Notes to
holders who validly tender their Notes and deliver their consents
at or prior to the Consent Payment Deadline. Holders may not
tender their Notes without delivering consents or deliver consents
without tendering their Notes. No consent payments will be
made in respect of Notes tendered after the Consent Payment
Deadline.
Tendered Notes may not be withdrawn and consents may not be
revoked after the earlier of (i) the time TXI and the trustee
for the Notes execute a supplement to the indenture governing the
Notes to effect the proposed amendments (the "Supplemental
Indenture"), or (ii) 5:00 p.m., New York City time, on August 9,
2010 (the "Withdrawal Rights Deadline"). Any extension, delay,
termination or amendment of the Offer will be followed as promptly
as practicable by a public announcement thereof.
The Offer is subject to the satisfaction of certain conditions
including: (1) receipt of consents from holders of a majority in
principal amount of the outstanding Notes, (2) execution of the
Supplemental Indenture, (3) consummation of new debt financings
raising proceeds in an aggregate amount sufficient to fund the
tender and (4) certain other customary conditions.
The complete terms and conditions of the Offer are described in
the Offer to Purchase and Consent Solicitation Statement dated July
27, 2010, copies of which may be obtained from D. F. King &
Co., Inc., the information agent for the Offer, at (800) 578-5378
(US toll free) or, for bankers and brokers, (212) 269-5550.
TXI expects to fund the tender with the issuance of new senior
notes due 2020.
TXI has engaged BofA Merrill Lynch to act as the exclusive
dealer manager and solicitation agent in connection with the
Offer. Questions regarding the Offer may be directed to BofA
Merrill Lynch, Debt Advisory Services, at (888) 292-0070 (US
toll-free) and (980) 388-9217 (collect).
This announcement is not an offer to purchase, a solicitation of
an offer to purchase or a solicitation of consents with respect to
any securities. The Offer is being made solely by the Offer to
Purchase and Consent Solicitation Statement dated July 27,
2010.
TXI is the largest producer of cement in Texas and a major
cement producer in California. TXI is also a major supplier of
construction aggregate, ready-mix concrete and concrete
products.
The Texas Industries, Inc. logo is available at
http://www.globenewswire.com/newsroom/prs/?pkgid=6602
Certain statements contained in this press release are
"forward-looking statements" within the meaning of the Private
Securities Litigation Reform Act of 1995. All statements other
than statements of historical fact are forward looking
statements. Forward looking statements may include the words
"may," "will," "estimate," "intend," "continue," "believe,"
"expect," "plan," "anticipate," and other similar words. Such
statements are subject to risks, uncertainties and other factors,
which could cause actual results to differ materially from future
results expressed or implied by such forward-looking
statements. Potential risks and uncertainties include, but are
not limited to, the impact of competitive pressures and changing
economic and financial conditions on our business, the
cyclical and seasonal nature of our business, the level of
construction activity in our markets, abnormal periods of inclement
weather, unexpected periods of equipment downtime, unexpected
operational difficulties, changes in the cost of raw materials,
fuel and energy, changes in cost or availability of transportation,
changes in interest rates, the timing and amount of federal, state
and local funding for infrastructure, delays in announced capacity
expansions, ongoing volatility and uncertainty in the capital or
credit markets, the impact of environmental laws, regulations and
claims, changes in governmental and public policy, and the risks
and uncertainties described in our reports on Forms 10-K, 10-Q and
8-K. Forward-looking statements speak only as of the date
hereof, and we assume no obligation to publicly update such
statements.
CONTACT: Texas Industries, Inc.
Kenneth R. Allen, Vice President, Finance, Chief Financial
Officer
972.647.6730
kallen@txi.com
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