Carpenter Technology Prices Debt Offering
February 21 2013 - 3:53PM
Business Wire
Carpenter Technology Corporation (NYSE: CRS) today announced
that it has priced an underwritten public offering of $300 million
in aggregate principal amount of its 4.450% senior notes due 2023.
Carpenter Technology Corporation expects to use the net proceeds
from the issuance of the senior notes to repay in full $100 million
in aggregate principal amount of Carpenter Technology Corporation’s
6.625% senior unsecured notes due May 2013, including any interest
due thereon. Carpenter Technology Corporation intends to use the
remaining net proceeds from the offering for general corporate
purposes, which may include pension contributions of up to $165
million, additions to working capital, capital expenditures,
repayment of debt, the financing of acquisitions, joint ventures
and other business combination opportunities or stock
repurchases.
J.P. Morgan Securities LLC and Merrill Lynch, Pierce, Fenner
& Smith Incorporated are acting as joint book-running managers
of the offering.
Carpenter Technology Corporation has filed a registration
statement (including a prospectus) with the SEC for the offering to
which this press release relates. Before you invest in the notes,
you should read the prospectus in that registration statement and
other documents the issuer has filed with the SEC for more complete
information about Carpenter Technology Corporation and this
offering. You may get these documents for free by visiting EDGAR on
the SEC Web Site at www.sec.gov. Alternatively, Carpenter
Technology Corporation, any underwriter, or any dealer
participating in the offering will arrange to send you the
prospectus if you request by contacting J.P. Morgan Securities LLC,
383 Madison Avenue, New York, New York, 10179, Attention: High
Grade Syndicate Desk, 3rd Floor, telephone collect at
1-212-834-4533 or Merrill Lynch, Pierce, Fenner & Smith
Incorporated, 222 Broadway, New York, NY 10038, Attention:
Prospectus Department, or email dg.prospectus_requests@baml.com.
Phone: 1-800-294-1322.
This press release shall not constitute an offer to sell or the
solicitation of an offer to buy nor shall there be any sale of
these notes 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.
About Carpenter Technology
Corporation
Carpenter Technology Corporation, based in Wyomissing, Pa.,
produces and distributes specialty alloys, including stainless
steels, titanium alloys and superalloys, and various engineered
products. Information about Carpenter can be found at
www.cartech.com.
Forward-Looking
Statements
This press release contains forward-looking statements within
the meaning of the Private Securities Litigation Act of 1995. These
forward-looking statements are subject to risks and uncertainties
that could cause actual results to differ from those projected,
anticipated or implied. The most significant of these uncertainties
are described in Carpenter’s filings with the Securities and
Exchange Commission including its annual report on Form 10-K for
the year ended June 30, 2012, the 10-Q for the quarter ended
September 30, 2012, the 10-Q for the quarter ended December 31,
2012 and the exhibits attached to those filings. They include but
are not limited to: (1) expectations with respect to the synergies,
costs and other anticipated financial impacts of the Latrobe
acquisition transaction could differ from actual synergies
realized, costs incurred and financial impacts experienced as a
result of the transaction; (2) the cyclical nature of the specialty
materials business and certain end-use markets, including
aerospace, defense, industrial, transportation, consumer, medical,
and energy, or other influences on Carpenter’s business such as new
competitors, the consolidation of competitors, customers, and
suppliers or the transfer of manufacturing capacity from the United
States to foreign countries; (3) the ability of Carpenter to
achieve cost savings, productivity improvements or process changes;
(4) the ability to recoup increases in the cost of energy, raw
materials, freight or other factors; (5) domestic and foreign
excess manufacturing capacity for certain metals; (6) fluctuations
in currency exchange rates; (7) the degree of success of government
trade actions; (8) the valuation of the assets and liabilities in
Carpenter’s pension trusts and the accounting for pension plans;
(9) possible labor disputes or work stoppages; (10) the potential
that our customers may substitute alternate materials or adopt
different manufacturing practices that replace or limit the
suitability of our products; (11) the ability to successfully
acquire and integrate acquisitions, including the Latrobe
acquisition; (12) the availability of credit facilities to
Carpenter, its customers or other members of the supply chain; (13)
the ability to obtain energy or raw materials, especially from
suppliers located in countries that may be subject to unstable
political or economic conditions; (14) Carpenter’s manufacturing
processes are dependent upon highly specialized equipment located
primarily in facilities in Reading and Latrobe, Pennsylvania for
which there may be limited alternatives if there are significant
equipment failures or catastrophic event; and (15) Carpenter’s
future success depends on the continued service and availability of
key personnel, including members of our executive management team,
management, metallurgists and other skilled personnel and the loss
of these key personnel could affect our ability to perform until
suitable replacements are found. Any of these factors could have an
adverse and/or fluctuating effect on Carpenter’s results of
operations. The forward-looking statements in this document are
intended to be subject to the safe harbor protection provided by
Section 27A of the Securities Act of 1933, as amended, and Section
21E of the Securities Exchange Act of 1934, as amended. Carpenter
undertakes no obligation to update or revise any forward-looking
statements.
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