Ampco-Pittsburgh Corporation (NYSE: AP) Announces Closing of Rights Offering
September 22 2020 - 4:44PM
Business Wire
Ampco-Pittsburgh Corporation (NYSE: AP) (the "Corporation" or
"Ampco-Pittsburgh") announced today the closing of its previously
announced rights offering. At closing, the Corporation delivered up
to 5,507,889 shares of the Corporation's common stock (the "Common
Shares") and 12,339,256 Series A warrants for total gross proceeds
of $19,278,854, excluding any proceeds that may be received by the
Corporation from the future exercise of the Series A warrants.
The rights offering entitled Ampco-Pittsburgh's rights holders
to purchase units consisting of Common Shares and Series A warrants
to purchase Common Shares, which expire on August 1, 2025.
Rights holders who have participated in the rights offering will
receive the Common Shares and Series A warrants in book-entry or
uncertificated form, or through the facilities of DTC, as
applicable. No physical stock or warrant certificates will be
issued to such holders. Any excess subscription payments received
by the Corporation's subscription agent, Broadridge Corporate
Issuer Solutions, Inc., will be returned by the subscription agent
to investors, without interest or deduction.
The Corporation's Series A warrants have been approved for
listing on the NYSE American LLC ("NYSE American") and will
commence trading effective at the open of markets on September 23,
2020, under the ticker symbol "AP WS". The Corporation's Common
Shares will continue to trade on the New York Stock Exchange under
the ticker symbol "AP".
Ampco-Pittsburgh engaged Advisory Group Equity Services, Ltd.
d/b/a RHK Capital to act as dealer-manager for the rights offering.
Counsel for Ampco-Pittsburgh was Cozen O’Connor and counsel for RHK
Capital was Olshan Frome Wolosky LLP.
The offering was made pursuant to the Corporation's registration
statement on Form S-1 (File No. 333-239446), which was declared
effective by the U.S. Securities and Exchange Commission on August
13, 2020. The prospectus relating to and describing the terms of
the rights offering has been filed with the SEC on August 17, 2020,
and is available on the SEC's website at www.sec.gov.
About Ampco-Pittsburgh Corporation
Ampco-Pittsburgh Corporation manufactures and sells highly
engineered, high-performance specialty metal products and
customized equipment utilized by industry throughout the world.
Through its operating subsidiary, Union Electric Steel Corporation,
it is a leading producer of forged and cast rolls for the global
steel and aluminum industry. It also manufactures open-die forged
products that principally are sold to customers in the steel
distribution market, oil and gas industry, and the aluminum and
plastic extrusion industries. The Corporation is also a producer of
air and liquid processing equipment, primarily custom-engineered
finned tube heat exchange coils, large custom air handling systems,
and centrifugal pumps. It operates manufacturing facilities in the
United States, England, Sweden, Slovenia, and participates in three
operating joint ventures located in China. It has sales offices in
North and South America, Asia, Europe, and the Middle East.
Corporate headquarters is located in Carnegie, Pennsylvania.
About RHK Capital
As registered representative of Advisory Group Equity Services,
Ltd., the RHK Capital Investment Banking Group offers a wealth of
Wall Street experience through our seasoned professionals for
growth and middle market companies. We work with companies across a
spectrum of strategies and sectors to help optimize the balance
sheet and achieve their financial goals. RHK has become a leading
boutique investment bank by developing strong relationships with
our clients and the finance community. We have successfully managed
deals for both public and private companies across various
industries with a focus on producing results for our clients while
maintaining the highest level of integrity.
Forward-Looking Statements
The Private Securities Litigation Reform Act of 1995 (the "Act")
provides a safe harbor for forward-looking statements made by or on
behalf of the Corporation. The information contained in this press
release may include, but are not limited to, statements about
undertaking the rights offering described herein, operating
performance, trends, events that the Corporation expects or
anticipates will occur in the future, statements about sales and
production levels, restructurings, the impact from global pandemics
(including COVID-19), profitability and anticipated expenses and
cash outflows. All statements in this document other than
statements of historical fact are statements that are, or could be,
deemed "forward-looking statements" within the meaning of the Act
and words such as "may," "intend," "believe," "expect,"
"anticipate," "estimate," "project," "forecast" and other terms of
similar meaning that indicate future events and trends are also
generally intended to identify forward-looking statements.
Forward-looking statements speak only as of the date on which such
statements are made, are not guarantees of future performance or
expectations and involve risks and uncertainties. For the
Corporation, these risks and uncertainties include, but are not
limited to: cyclical demand for products and economic downturns;
excess global capacity in the steel industry; increases in
commodity prices or shortages of key production materials;
consequences of global pandemics (including COVID-19); new trade
restrictions and regulatory burdens associated with "Brexit";
inability of the Corporation to successfully restructure its
operations; limitations in availability of capital to fund the
Corporation's operations and strategic plan; inability to satisfy
the continued listing requirements of the New York Stock Exchange;
potential attacks on information technology infrastructure and
other cyber-based business disruptions; and those discussed more
fully in documents filed with the SEC by the Corporation,
particularly in the prospectus related to the rights offering and
in Item 1A, Risk Factors, in Part I of the Corporation's latest
annual report on Form 10-K, and Part II of the Corporation's Form
10-Q for the quarter ended June 30, 2020. The Corporation cannot
guarantee any future results, levels of activity, performance or
achievements. In addition, there may be events in the future that
the Corporation may not be able to predict accurately or control
which may cause actual results to differ materially from
expectations expressed or implied by forward-looking statements.
Except as required by applicable law, the Corporation assumes no
obligation, and disclaims any obligation, to update forward-looking
statements whether as a result of new information, events or
otherwise.
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version on businesswire.com: https://www.businesswire.com/news/home/20200922006028/en/
Michael G. McAuley Senior Vice President, Chief Financial
Officer and Treasurer (412) 429-2472 mmcauley@ampcopgh.com
Ampco Pittsburgh (NYSE:AP)
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