Prince International Corporation (“Prince”), a portfolio company of American Securities LLC, announced that PMHC II, Inc. (the “Issuer”), an affiliate of Prince, intends to offer $1,256 million in aggregate principal amount of Senior Secured Notes due 2029 and Senior Notes due 2030 (together, the “Notes”) in a private offering, subject to market and other conditions.
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The Issuer intends to use the net proceeds from the private offering of Notes, together with borrowings under new senior secured credit facilities, to finance a portion of the Issuer’s previously announced acquisition of Ferro Corporation (“Ferro Acquisition”), the repayment of debt and related fees and expenses. If the closing of the Ferro Acquisition does not occur before the closing of the Notes offering, the gross proceeds from the private offering of Notes will be deposited into an escrow account for the benefit of the holders of the Notes until the date on which certain escrow conditions are satisfied, including the closing of the Ferro Acquisition. If the escrow conditions are not satisfied on or before the outside date, the Notes are subject to a special mandatory redemption and the Issuer will redeem all of the Notes at 100.0% of the initial issue price plus accrued and unpaid interest.
Prior to the consummation of the Ferro Acquisition, the Notes will be the sole obligation of the Issuer. Substantially concurrently with the consummation of the Ferro Acquisition, the Issuer’s wholly owned subsidiary PMHC Fortune Merger Sub, Inc. will merge with and into Ferro, with Ferro continuing as the surviving corporation and as 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 domestic subsidiaries, including Ferro.
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The Notes and the related guarantees are being offered to persons reasonably believed to be qualified institutional buyers in reliance on Rule 144A under the Securities Act of 1933, as amended (the “Securities Act”), and to non-U.S. persons outside the United States pursuant to Regulation S under the Securities Act. The Notes and related guarantees have not been and will not be registered under the Securities Act or any state or other jurisdiction’s securities laws. Accordingly, the Notes may not be offered or sold in the United States absent registration or an applicable exemption from registration requirements under the Securities Act and any applicable state or other jurisdiction’s securities laws.
This press release is neither an offer to sell nor a solicitation of an offer to buy any securities and shall 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.
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