Ampco-Pittsburgh Corporation Explores Financing Alternatives
30 März 2022 - 1:42PM
Business Wire
Ampco-Pittsburgh Corporation (NYSE: AP) (“Ampco-Pittsburgh” or
the “Corporation”) announced today that it is exploring the
possibility of obtaining incremental capital. The Corporation is
considering, among other alternatives for equity financing,
amending its outstanding Series A warrants to adjust either, or
both of, the exercise price or the number of shares of the
Corporation’s common stock for which such Series A warrants may be
exercised. Ampco-Pittsburgh intends to test the waters to evaluate
potential forms of financing to help fund working capital growth
opportunities, address rising inflation and work to complete its
capital expenditure modernization program.
"We are exploring options for incremental liquidity, including
potential transactions that may provide alternatives to our warrant
holders, while helping us to capitalize on our accelerating sales
order backlog and position ourselves for higher profitability,”
said Brett McBrayer, Ampco-Pittsburgh’s Chief Executive
Officer.
The Corporation welcomes feedback from institutional accredited
investors and qualified institutional buyers as it tests the waters
on contemplated transactions.
About Ampco-Pittsburgh
Corporation
Ampco-Pittsburgh Corporation manufactures and sells highly
engineered, high-performance specialty metal products and
customized equipment utilized by industry throughout the world.
Through its operating subsidiary, Union Electric Steel Corporation,
it is a leading producer of forged and cast rolls for the global
steel and aluminum industry. It also manufactures open-die forged
products which principally are sold to customers in the steel
distribution market, oil and gas industry and the aluminum and
plastic extrusion industries. The Corporation is also a producer of
air and liquid processing equipment, primarily custom-engineered
finned tube heat exchange coils, large custom air handling systems
and centrifugal pumps. It operates manufacturing facilities in the
United States, England, Sweden and Slovenia, and participates in
three operating joint ventures located in China. It has sales
offices in North America, Asia, Europe, and the Middle East.
Corporate headquarters is located in Carnegie, Pennsylvania.
Disclaimer
Ampco-Pittsburgh Corporation plans to “test the waters” to gauge
market demand for a potential offering prior to filing any
Registration Statement with the U.S. Securities and Exchange
Commission (the “SEC”) or demand for alternative transactions prior
to filing any other documents with the SEC. This press release does
not constitute an offer of any securities for sale by the
Corporation. No money or other consideration is being solicited at
this time, and if sent in response, will not be accepted. No
solicitation or offer to buy securities can be accepted and no part
of any proceeds can be received until a Registration Statement is
filed with the SEC and declared effective or any other schedule or
form required to be filed with the SEC in connection with such
transaction is effective, and any such solicitation or offer may be
withdrawn or revoked, without obligation or commitment of any kind,
at any time before notice of its acceptance given after the
effective date of any Registration Statement or other schedule or
form. Any person’s indication of interest regarding the
Corporation’s Series A warrants, common shares or this press
release involves no obligation or commitment of any kind.
Additional Information and Where to
Find It
The potential tender or exchange offer (the “Offer”) referenced
in this press release has not yet commenced. This communication is
for informational purposes only and is neither an offer to purchase
nor a solicitation of an offer to sell securities, nor is it a
substitute for any offer materials that the Corporation will file
with the SEC. At the time the Offer is commenced, the Corporation
will file a tender offer statement on Schedule TO and/or the
Corporation will file a registration statement on Form S-4 with the
SEC with respect to the tender or exchange offer. THE OFFER
MATERIALS (INCLUDING AN OFFER TO TENDER OR EXCHANGE, A RELATED
LETTER OF TRANSMITTAL AND CERTAIN OTHER OFFER DOCUMENTS) WILL
CONTAIN IMPORTANT INFORMATION. THE CORPORATION’S SECURITYHOLDERS
ARE URGED TO READ THESE DOCUMENTS CAREFULLY WHEN THEY BECOME
AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION THAT
HOLDERS OF THE CORPORATION’S SECURITIES SHOULD CONSIDER BEFORE
MAKING ANY DECISION REGARDING EXCHANGING THEIR SECURITIES. The
Offer to Tender or Exchange, the related Letter of Transmittal and
certain other Offer documents will be made available to all holders
of one or more classes of the Corporation’s securities at no
expense to them. The Offer materials will be made available for
free on the SEC’s website at www.sec.gov. Copies of the documents
filed with the SEC by the Corporation will be available free of
charge under the “SEC Filings” heading of the Investor Relations
section of the Corporation’s website at www.ampcopgh.com/investors.
In addition to the Offer to Tender or Exchange, the related Letter
of Transmittal and certain other exchange offer documents, the
Corporation files annual, quarterly and current reports and other
information with the SEC. You may read and copy any reports or
other information filed by the Corporation at the website
maintained by the SEC at http://www.sec.gov.
Forward-Looking
Statements
The Private Securities Litigation Reform Act of 1995 (the “Act”)
provides a safe harbor for forward-looking statements made by us or
on behalf of the Corporation. This press release may include, but
is not limited to, statements about operating performance, trends
and events that the Corporation expects or anticipates will occur
in the future, statements about sales and production levels,
restructurings, the impact from global pandemics (including
COVID-19), profitability and anticipated expenses, inflation, the
global supply chain, future proceeds from the exercise of
outstanding warrants, and cash outflows. All statements in this
document other than statements of historical fact are statements
that are, or could be, deemed “forward-looking statements” within
the meaning of the Act and words such as “may,” “will,” “intend,”
“believe,” “expect,” “anticipate,” “estimate,” “project,”
“forecast” and other terms of similar meaning that indicate future
events and trends are also generally intended to identify
forward-looking statements. Forward-looking statements speak only
as of the date on which such statements are made, are not
guarantees of future performance or expectations, and involve risks
and uncertainties. For the Corporation, these risks and
uncertainties include, but are not limited to cyclical demand for
products and economic downturns; excess global capacity in the
steel industry; fluctuations of the value of the U.S. dollar
relative to other currencies; increases in commodity prices,
reductions in electricity and natural gas supply or shortages of
key production materials; limitations in availability of capital to
fund our operations and strategic plan; inability to maintain
adequate liquidity in order to meet our operating cash flow
requirements, repay maturing debt and meet other financial
obligations; inability to obtain necessary capital or financing on
satisfactory terms in order to acquire capital expenditures that
may be required to support our growth strategy; inoperability of
certain equipment on which we rely; liability of our subsidiaries
for claims alleging personal injury from exposure to
asbestos-containing components historically used in certain
products of our subsidiaries; changes in the existing regulatory
environment; inability to successfully restructure our operations;
consequences of global pandemics (including COVID-19); work
stoppage or another industrial action on the part of any of our
unions; inability to satisfy the continued listing requirements of
the New York Stock Exchange or the NYSE American Exchange;
potential attacks on information technology infrastructure and
other cyber-based business disruptions; failure to maintain an
effective system of internal controls; disruptions caused by
hostilities, including any disruptions caused by the hostilities in
Ukraine; and those discussed more fully elsewhere in this report
and in documents filed with the Securities and Exchange Commission
by the Corporation, particularly in Item 1A, Risk Factors, in Part
I of the Corporation’s latest Annual Report on Form 10-K, and Part
II of the latest Quarterly Report on Form 10-Q. The Corporation
cannot guarantee any future results, levels of activity,
performance or achievements. In addition, there may be events in
the future that the Corporation may not be able to predict
accurately or control which may cause actual results to differ
materially from expectations expressed or implied by
forward-looking statements. Except as required by applicable law,
the Corporation assumes no obligation, and disclaims any
obligation, to update forward-looking statements whether as a
result of new information, events or otherwise.
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version on businesswire.com: https://www.businesswire.com/news/home/20220330005505/en/
Michael G. McAuley Senior Vice President, Chief Financial
Officer and Treasurer (412) 429-2472 mmcauley@ampcopgh.com
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