MILWAUKEE--(BUSINESS WIRE)--
The Manitowoc Company, Inc. (NYSE: MTW) (“Manitowoc”) announced today
that it has priced its previously announced private offering (the
“Offering”) of $300,000,000 aggregate principal amount of senior secured
second lien notes due 2026 (the “Notes”). The Notes will have an
interest rate of 9.000% per annum and are being issued at a price equal
to 100.000% of their face value. The Notes will be guaranteed on a
senior secured second lien basis, jointly and severally, by each of
Manitowoc’s domestic subsidiaries that will guarantee its new
asset-based revolving credit facility (the “New ABL Credit Facility”).
The Offering is expected to close on March 25, 2019, subject to market
and other conditions, including Manitowoc entering into the New ABL
Credit Facility. There can be no assurance that the Offering will be
completed on a timely basis, or at all.
Manitowoc expects its net proceeds from the Offering, after deducting
discounts and commissions and estimated offering expenses payable by
Manitowoc, to be approximately $294.0 million. Manitowoc intends to use
the net proceeds from the Offering, together with proceeds from the
initial extension of credit under the New ABL Credit Facility, to (i)
redeem all of its outstanding 12.75% Senior Secured Second Lien Notes
due 2021; (ii) repay all obligations outstanding, and terminate all
commitments, under (x) its existing $225.0 million asset-based revolving
credit facility and (y) its existing $75.0 million accounts receivable
securitization program; and (iii) pay related fees and expenses,
including applicable premiums. Manitowoc intends to use any remaining
net proceeds for general corporate purposes.
The Notes will be sold to persons reasonably believed to be qualified
institutional buyers in reliance on Rule 144A and outside the United
States to non-U.S. persons in reliance on Regulation S. The Notes and
related guarantees have not been, and will not be, registered under the
Securities Act of 1933, as amended (the “Securities Act”), or the
securities laws of any other jurisdiction and, unless so registered, may
not be offered or sold in the United States except pursuant to an
exemption from, or in a transaction not subject to, the registration
requirements of the Securities Act and applicable state securities laws.
This shall not constitute an offer to sell, or 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.
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, which include, but are not limited to,
statements regarding the Offering and the timing of the closing of the
Offering and the anticipated use of proceeds therefrom, 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:
-
changes in economic or industry conditions generally or in the markets
served by Manitowoc;
-
unanticipated changes in customer demand, including changes in global
demand for high-capacity lifting equipment, changes in demand for
lifting equipment in emerging economies, and changes in demand for
used lifting equipment;
-
unanticipated changes in revenues, margins, costs, and capital
expenditures;
-
the ability to increase operational efficiencies across Manitowoc’s
businesses and to capitalize on those efficiencies;
-
the ability to significantly improve profitability;
-
the risks associated with overall economic growth or contraction;
-
changes in raw material and commodity prices, including as a result of
tariffs;
-
foreign currency fluctuation and its impact on reported results and
hedges in place with Manitowoc;
-
the ability to focus on customers, new technologies, and innovation;
-
uncertainties associated with new product introductions, the
successful development and market acceptance of new and innovative
products that drive growth; and
-
other risk factors detailed in Manitowoc's Annual Report on Form 10-K
for the fiscal year ended December 31, 2018 and its other 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, 2018.
View source version on businesswire.com:
https://www.businesswire.com/news/home/20190311005871/en/
The Manitowoc Company, Inc.
David J. Antoniuk
SVP and Chief
Financial Officer
+1 414-760-4813
Source: The Manitowoc Company, Inc.