JOHNSON CITY, Tenn.,
Sept. 22, 2015 /PRNewswire/ -- NN,
Inc. (NASDAQ: NNBR) ("NN"), a diversified industrial company, today
announced that it intends to offer, subject to market and other
conditions, $300.0 million aggregate
principal amount of Senior Notes due 2023 (the "Notes") in a
private placement.
NN intends to use the net proceeds of the Notes offering to
fund, in part, the proposed acquisition (the "Acquisition") of
Precision Engineered Products Holdings, Inc. ("PEP") announced on
August 17, 2015, to repay certain
existing indebtedness of NN and to pay related fees and
expenses. The issuance of the Notes is conditioned upon the
consummation of the Acquisition. The Notes will be guaranteed
by each existing direct and indirect domestic restricted subsidiary
of NN (excluding immaterial subsidiaries), including PEP and each
of its domestic restricted subsidiaries (excluding immaterial
subsidiaries), and by each future domestic subsidiary of NN that
guarantees the obligations under any credit facility of NN.
The Notes are being offered only to qualified institutional
buyers inside the United States
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.
This press release does not constitute an offer to sell or the
solicitation of an offer to buy the Notes. Any offers of the Notes
will be made only by means of a private offering memorandum. The
Notes have not been registered under the Securities Act or the
securities laws of any other jurisdiction, and may not be offered
or sold 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.
NN, a diversified industrial company, manufactures and supplies
high precision metal bearing components, industrial plastic and
rubber products and precision metal components to a variety of
markets on a global basis. Headquartered in Johnson City, Tennessee, NN has 26
manufacturing plants in North
America, Western Europe,
Eastern Europe, South America and China.
Except for specific historical information, many of the
matters discussed in this press release may express or imply
statements of plans and objectives or future operations or
statements of future economic performance. These, and similar
statements, are forward-looking statements concerning matters that
involve risks, uncertainties and other factors which may cause the
actual performance of NN, Inc. and its subsidiaries to differ
materially from those expressed or implied by this discussion. All
forward-looking information is provided by NN pursuant to the safe
harbor established under the Private Securities Litigation Reform
Act of 1995 and should be evaluated in the context of these
factors. Forward-looking statements generally can be identified by
the use of forward-looking terminology such as "assumptions",
"target", "guidance", "outlook", "plans", "projection", "may",
"will", "would", "expect", "intend", "estimate", "anticipate",
"believe", "potential" or "continue" (or the negative or other
derivatives of each of these terms) or similar terminology. Factors
which could materially affect actual results include, but are not
limited to: general economic conditions and economic conditions in
the industrial sector, inventory levels, regulatory compliance
costs and NN's ability to manage these costs, start-up costs for
new operations, debt reduction, competitive influences, risks that
current customers will commence or increase captive production,
risks of capacity underutilization, quality issues, availability
and price of raw materials, currency and other risks associated
with international trade, NN's dependence on certain major
customers, and the successful implementation of the global growth
plan including development of new products. Similarly, statements
made herein and elsewhere regarding pending or completed
acquisitions are also forward-looking statements, including
statements relating to the anticipated closing date of an
acquisition, NN's ability to obtain required regulatory approvals
or satisfy closing conditions, the costs of an acquisition and NN's
source(s) of financing, the future performance and prospects of an
acquired business, the expected benefits of an acquisition on NN's
future business and operations and the ability of NN to
successfully integrate recently acquired businesses.
For additional information concerning such risk factors and
cautionary statements, please see the section titled "Risk Factors"
in NN's periodic reports filed with the Securities and Exchange
Commission, including, but not limited to, NN's Annual Report on
Form 10-K for the fiscal year ended December
31, 2014. Except as required by law, we undertake no
obligation to update or revise any forward-looking statements we
make in our press releases, whether as a result of new information,
future events or otherwise.
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SOURCE NN, Inc.