HOUSTON, January 28, 2022 /PRNewswire/ — Prince International Corporation (“Prince”), a holding company of American Securities LLC, today announced that PMHC II, Inc. (the “Issuer”), a subsidiary of Prince, has intention to offer $1,256 million in aggregate principal amount of Senior Secured Notes due 2029 and Senior Secured Notes due 2030 (together, the “Notes”) under a private offering, subject to market and other conditions .
The issuer intends to use the net proceeds of the private offering of notes, together with borrowings under new senior secured credit facilities, to fund a portion of the acquisition of Ferro Corporation previously announced by the issuer (“Ferro Acquisition”), debt repayment and related costs and expenses. If the closing of the Ferro Acquisition does not occur prior to the closing of the note offering, the gross proceeds of the private note offering will be deposited in an escrow account for the benefit of noteholders until the the date on which certain receivership conditions are satisfied, including the closing of the acquisition of Ferro. If the escrow conditions are not satisfied by the deadline, the Notes are subject to a special compulsory redemption and the Issuer will redeem all Notes at 100.0% of the original issue price plus accrued interest. and unpaid.
Prior to the completion of the Ferro Acquisition, the Securities will be the only obligation of the Issuer. Substantially concurrent with the completion of the Ferro acquisition, the issuer’s wholly owned subsidiary PMHC Fortune Merger Sub, Inc. will merge with and into Ferro, with Ferro remaining the surviving company and a subsidiary of the issuer. The Senior Notes will then be guaranteed on a senior unsecured basis and the Senior Secured Notes will then be guaranteed on a senior secured basis, in each case, by certain of the Issuer’s existing and future national subsidiaries, including Ferro.
The Notes and related collateral are being offered to persons reasonably considered to be qualified institutional buyers under Rule 144A under the Securities Act of 1933, as amended (the “Securities Act”), and to non-U.S. persons outside United States in accordance with Regulation S of the Securities Act. The Notes and related collateral have not been and will not be registered under any securities law or the securities laws of any state or other jurisdiction. Accordingly, the Notes may not be offered or sold in United States absent registration or an applicable exemption from registration requirements under the Securities Act and the securities laws of any applicable state or other jurisdiction.
This press release is neither an offer to sell nor a solicitation of an offer to buy any securities and does not constitute an offer to sell or a solicitation of an offer to buy, or a sale of any securities in any jurisdiction in which such offer, solicitation or sale is unlawful.
Based at Houston, TX, Prince specializes in the development, manufacture and marketing of performance-critical specialty products, many of which are custom developed, for niche applications in the construction, electronics, consumer products, agriculture, automotive, oil and gas, industrial and other end markets. Prince operates 21 facilities worldwide and is a holding company of American Securities LLC.
For Prince: Lauren Odell / Max Hollander
Gladstone Place Partners
SOURCEPrince International Corporation