TORONTO, ONTARIO--(Marketwire - April 12, 2012) -
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Russel Metals Inc. ("Russel Metals" or the "Corporation") (News - Market indicators) announced today that it has entered into an agreement with a syndicate of underwriters led by GMP Securities L.P. and RBC Dominion Securities Inc., and including Raymond James Ltd. and Laurentian Bank Securities, pursuant to which they have agreed to purchase from Russel Metals and sell, on a private placement basis, Senior Unsecured Notes due 2022 (the "Notes") in an aggregate principal amount of C$250,000,000 (the "Offering").
The Notes will bear interest at the rate of 6.0% per annum, payable in equal instalments semi-annually in arrears. The Notes will be direct senior unsecured obligations of Russel Metals and will rank pari passu in right of payment with all other unsecured and unsubordinated indebtedness of the Corporation. Subject to the satisfaction of customary closing conditions, the Offering is expected to close on or about April 19, 2012.
Russel Metals intends to use the net proceeds of the Offering for debt repayment, including to redeem all of the US$138.9 million outstanding of the Corporation's 6.375% Senior Notes due March 1, 2014, and for working capital, potential acquisitions and general corporate purposes.
From the fifth anniversary of the issue date through the maturity date, Russel Metals may, at its option, redeem the Notes, in whole or in part, at the applicable redemption price set forth in the governing trust indenture plus accrued and unpaid interest to, and including, the date of redemption.
The Notes have not been and will not be registered under the United States Securities Act of 1933, as amended (the "1933 Act"), or any state securities laws and may not be offered or sold in the United States or to or for the account or benefit of a U.S. Person (as defined in Regulation S under the 1933 Act) absent registration under the 1933 Act or an applicable exemption from the registration requirements of the 1933 Act and any applicable state securities laws.
This announcement does not constitute an offer to sell or the solicitation of an offer to buy any security and shall not constitute an offer, solicitation or sale in any jurisdiction in which such offer, solicitation or sale would be unlawful.
Russel Metals is one of the largest metals distribution companies in North America. It carries on business in three metals distribution segments: metals service centers, energy tubular products and steel distributors, under various names including Russel Metals, A.J. Forsyth, Acier Leroux, Acier Loubier, Acier Richler, Arrow Steel Processors, B&T Steel, Baldwin International, Comco Pipe and Supply, Fedmet Tubulars, JMS Russel Metals, Leroux Steel, McCabe Steel, Mégantic Métal, Métaux Russel, Métaux Russel Produits Spécialisés, Milspec, Norton Metals, Pioneer Pipe, Russel Metals Specialty Products, Russel Metals Williams Bahcall, Spartan Energy Tubulars, Sunbelt Group, Triumph Tubular & Supply, Wirth Steel and York-Ennis.
This news release contains certain statements that constitute forward-looking information within the meaning of applicable securities laws ("forward-looking statements"). Such forward-looking statements involve known and unknown risks, uncertainties and other factors that may cause the actual results, performance or achievements of Russel Metals, or developments in Russel Metals' business or in its industry, to differ materially from the anticipated results, performance, achievements or developments expressed or implied by such forward-looking statements. Forward-looking statements include all disclosure regarding possible events, conditions or results of operations that is based on assumptions about future economic conditions and courses of action. Forward-looking statements may also include, without limitation, any statement relating to future events, conditions or circumstances. Russel Metals cautions you not to place undue reliance upon any such forward-looking statements, which speak only as of the date they are made. Forward-looking statements relate to, among other things, the expected use of the proceeds of the Offering and the expected closing date of the Offering. The risks and uncertainties that may affect forward-looking statements include, among others, economic market conditions and other risks detailed from time to time in Russel Metals' filings with Canadian provincial securities regulators. Forward-looking statements are based on management's current plans, estimates, projections, beliefs and opinions, and, except as required by law, Russel Metals does not undertake any obligation to update forward-looking statements should assumptions related to these plans, estimates, projections, beliefs and opinions change.
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