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 Foodservice
Escrow Corp., a wholly owned subsidiary of Manitowoc Foodservice, has
priced its private offering (the “Offering”) of $425,000,000 in
aggregate principal amount of senior notes due 2024 (the “Notes”). The
Notes will have an interest rate of 9.500% per annum and are being
issued at a price equal to 100.000% of their face value. The Offering is
expected to close on February 18, 2016.
Manitowoc Foodservice estimates that the net proceeds from the Offering
will be approximately $418.6 million after deducting the initial
purchasers’ discounts. Manitowoc Foodservice intends to use the net
proceeds of the Offering, together with other borrowings and cash on
hand, to (1) pay a cash dividend to Manitowoc and (2) 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 is a private offering exempt from the registration
requirements under the Securities Act of 1933, as amended (the
“Securities Act”). The Notes are being offered only to qualified
institutional buyers pursuant to Rule 144A under the Securities Act and
to non-U.S. persons in offshore transactions in reliance on Regulation S
under the Securities Act.
The Notes 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.