JMC Steel Group, Inc. Announces Name Change to Zekelman Industries, Inc. and Expected Refinancing of Outstanding Indebtedness
CHICAGO (May 23, 2016) — JMC Steel Group, Inc., (the “Company”), North America’s leading independent manufacturer of steel pipe and tube products, today announced a change of its corporate name and identity to Zekelman Industries, Inc. The change is being made to better reflect the nature of the Company’s value added production capabilities as well as to recognize the three decades of leadership by the Company’s owners, the Zekelman family. The Company will continue to operate its individual business units under the Atlas Tube, Wheatland Tube, Sharon Tube and Picoma brand names. The corporate identity change will be effected in the coming weeks.
In addition, the Company also announced that it intends to amend its existing senior secured asset-based credit facility, to, among other things, reduce availability to $350 million and amend and restate its existing senior secured term facility, including extending the maturity by four years and increasing the borrowing capacity under a new $371 million incremental term loan, increasing the total term loan borrowings to an aggregate of $800 million. The Company also expects to commence an offering of $425 million in aggregate principal amount of senior secured notes due 2023 (the “Notes”) in a private placement exempt from registration under the Securities Act of 1933, as amended (the “Securities Act”), subject to revisions based on market conditions and other factors at the time of the offering. Estimated completion of the transaction is expected to be during the Company’s third fiscal quarter. The Company expects to use borrowings of approximately $371 million under the Company’s amended and restated senior secured term loan facility along with cash on hand and the proceeds from the offering of the Notes, to fund the redemption of all of the Company’s outstanding 8.25% Senior Notes due 2018, pay related transaction fees and expenses and for general corporate purposes.
The Notes will be offered only to qualified institutional buyers in reliance on the exemption from registration set forth in Rule 144A under the Securities Act, and outside the United States to non-U.S. persons in reliance on the exemption from registration set forth in Regulation S under the Securities Act. The Notes will not be registered under the Securities Act or the securities laws of any state or jurisdiction, and may not be offered or sold in the United States absent registration or an applicable exemption from registration requirements.
This release shall not constitute an offer to sell or the solicitation of an offer to purchase the Notes, nor shall there be any sale of the Notes in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction.
This release contains certain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 with respect to the Company and its business. These forward-looking statements can be identified by the use of terminology such as “subject to,” “believe,” “expects,” “plan,” “project,” “estimate,” “intend,” “may,” “will,” “should,” “can,” or “anticipates,” or the negative thereof, or variations thereon, or comparable terminology, or by discussions of strategy. Although all of these forward looking statements are believed to be reasonable, they are inherently uncertain.
Readers are cautioned not to place undue reliance on forward-looking statements. The Company cannot guarantee future results, trends, events, levels of activity, performance or achievements. The Company does not undertake and specifically declines any obligation to update, republish or revise forward-looking statements to reflect events or circumstances after the date hereof or to reflect the occurrences of unanticipated events.
Consequently, such forward-looking statements should be regarded solely as the Company’s current plans, estimates and beliefs.
About Zekelman Industries
Zekelman Industries includes the operating divisions of Atlas Tube, Picoma, Energex Tube, Sharon Tube and Wheatland Tube. It is the largest independent manufacturer of hollow structural sections (HSS) and steel pipe, and the top producer of electrical conduit and elbows, couplings and nipples in North America. Zekelman Industries delivers a broad range of pipe and tube solutions that build its customers’ success.
For more information, contact Zekelman Industries at 312.275.1600 or firstname.lastname@example.org. Or, visit jmcsteel.com