MANITOWOC, Wis.--(BUSINESS WIRE)--
The Manitowoc Company, Inc. (NYSE: MTW) (“Manitowoc”) announced today
that, in connection with the previously announced spin-off of its wholly
owned subsidiary, Manitowoc Foodservice, Inc. (“Manitowoc Foodservice”)
as an independent public company (the “Spin-Off”), MTW Cranes Escrow
Corp., a wholly owned subsidiary of Manitowoc, intends to commence a
private offering (the “Offering”) of $250,000,000 in aggregate principal
amount of MTW Cranes Escrow Corp.'s senior secured second lien notes due
2024 (the “Notes”). There can be no assurance that the Offering will be
completed.
Manitowoc intends to use the net proceeds of the Offering, together with
a cash dividend from Manitowoc Foodservice, other borrowings and cash on
hand, to (1) repay all of its outstanding 8.500% senior notes due 2020,
(2) repay all of its outstanding 5.875% senior notes due 2022, (3) repay
all amounts under, and terminate, its existing revolving credit facility
and existing term loan facilities, (4) repay certain other debt of its
subsidiaries and (5) pay certain fees and expenses in connection with
the Offering and certain other financing transactions, with any
remaining net proceeds to be used for general corporate purposes.
The Offering will be a private offering exempt from the registration
requirements under the Securities Act of 1933, as amended (the
“Securities Act”). The Notes will be offered only to qualified
institutional buyers pursuant to Rule 144A under the Securities Act.
The Notes will not be and have not been registered under the Securities
Act and may not be offered or sold in the United States absent
registration or an applicable exemption from the registration
requirements.
This press release is being issued pursuant to Rule 135c under the
Securities Act, and is neither an offer to sell nor 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.
About The Manitowoc Company, Inc.
Founded in 1902, The Manitowoc Company, Inc. is a multi-industry capital
goods manufacturer with 80 manufacturing, distribution and service
facilities in 25 countries. Manitowoc is recognized globally as one of
the premier innovators and providers of crawler cranes, tower cranes,
and mobile cranes for the heavy construction industry. Manitowoc is also
one of the world’s leading innovators and manufacturers of commercial
foodservice equipment, which includes 23 market-leading brands of hot-
and cold-focused equipment. In addition, both segments are complemented
by a slate of industry-leading product support services. In 2015,
Manitowoc’s revenues totaled $3.4 billion, with approximately half of
these revenues generated outside the United States.
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 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:
-
possible negative effects on the Manitowoc’s business operations,
assets or financial results as a result of the Spin-Off;
-
capitalization of the two independent companies;
-
unanticipated changes in revenues, margins, costs and capital
expenditures;
-
the ability to significantly improve profitability;
-
the ability to increase operational efficiencies across each of
Manitowoc’s business segments and to capitalize on those efficiencies;
-
realization of anticipated earnings enhancements, cost savings,
strategic options and other synergies, and the anticipated timing to
realize those savings, synergies and options; and
-
risks and other factors cited in Manitowoc’s 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, 2014.
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Source: The Manitowoc Company, Inc.