Ampco-Pittsburgh Corporation Explores Potential Rights Offering
June 02 2020 - 4:30PM
Business Wire
Ampco-Pittsburgh Corporation (NYSE: AP) (the “Corporation”)
announced today that it is contemplating a rights offering that
would, when initiated, involve the issuance to its shareholders (as
of a future record date) of a dividend of rights and potential
over-subscription rights to purchase shares of its capital stock
(“Shares”) and potentially other securities. The Corporation is
considering offering any or all of the following securities: common
stock, dividend yielding preferred stock, warrants and/or dividend
yielding convertible preferred stock. The offering of the
securities would be made pursuant to a registration statement on
Form S-1 (the “Registration Statement”) filed with the Securities
and Exchange Commission (the “SEC”).
In a rights offering shareholders as of the record date would
receive a right, but not the obligation, to purchase Shares and
potentially other securities during a to-be-determined exercise
period. Shareholders as of the record date would also receive
over-subscription rights to purchase additional securities beyond
their pro rata percentage ownership.
"We are exploring a potential rights offering to raise
additional capital to accelerate our restructuring efforts, improve
overall liquidity, and reduce indebtedness. If we proceed with this
offering, our shareholders will have the first opportunity to
purchase additional securities to maintain or increase their
current percentage ownership in our company," said Brett McBrayer,
Ampco-Pittsburgh’s Chief Executive Officer.
The Corporation has engaged RHK Capital to gauge feedback and
interest for the contemplated rights offering from institutional
accredited investors and qualified institutional buyers. Please
contact RHK Capital at info@rhk.capital to discuss potential terms
of the rights offering. The Corporation welcomes feedback from
institutional accredited investors and qualified institutional
buyers as it tests the waters on the contemplated rights
offering.
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, Slovenia, and participates in three
operating joint ventures located in China. It has sales offices in
North and South America, Asia, Europe, and the Middle East.
Corporate headquarters is located in Carnegie, Pennsylvania.
About RHK Capital
Advisory Group Equity Services, Ltd. (dba RHK Capital) was
founded in 1984. RHK Capital is a boutique investment banking firm
specializing in small to medium-sized transactions. RHK is led by a
management team with extensive financial industry experience and a
desire to provide companies and individuals with the tools and
expertise to accomplish their financial goals. In addition to
investment banking, RHK has grown to include businesses in general
securities, emerging market securities, distressed and high yield
debt securities, investment management, mortgages, and business
lending. As a division of Advisory Group Equity Services (AGES),
all securities are offered through Advisory Group Equity Services
Ltd., a registered broker-dealer, member of the Financial Industry
Regulatory Authority and the Securities Investor Protection
Corporation.
“Test-the-Waters”
Disclaimer
Ampco-Pittsburgh Corporation plans to “test the waters” to gauge
market demand for its contemplated rights offering prior to filing
the Registration Statement with the SEC. No money or other
consideration is being solicited at this time, and if sent in
response, will not be accepted. No offer to buy the Shares or other
securities can be accepted and no part of the purchase price can be
received until the Registration Statement is filed with the SEC and
declared effective, and any such 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 the
Registration Statement. Any person’s indication of interest
regarding the securities or this press release involves no
obligation or commitment of any kind.
Forward-Looking
Statements
The Private Securities Litigation Reform Act of 1995 (the “Act”)
provides a safe harbor for forward-looking statements made by or on
behalf of the Corporation. The information contained in this press
release may include, but are not limited to, statements about
undertaking the rights offering described herein, operating
performance, trends, events that we expect or anticipate will occur
in the future, statements about sales levels, restructuring, the
impact from global pandemics (including COVID-19), profitability
and anticipated expenses 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,” “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; increases in commodity prices or shortages of key
production materials; consequences of global pandemics (including
COVID-19); new trade restrictions and regulatory burdens associated
with “Brexit”; inability of the Corporation to successfully
restructure its operations; limitations in availability of capital
to fund the Corporation’s operations and strategic plan; inability
to satisfy the continued listing requirements of the New York Stock
Exchange; potential attacks on information technology
infrastructure and other cyber-based business disruptions; and
those discussed more fully in documents filed with the SEC by the
Corporation, particularly in Item 1A, Risk Factors, in Part I of
the Corporation’s Form 10-K for the year ended December 31, 2019,
and Part II of the Corporation’s Form 10-Q for the quarter ended
March 31, 2020. 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, we assume no obligation, and disclaim 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/20200602005932/en/
Michael G. McAuley Senior Vice President, Chief Financial
Officer and Treasurer (412) 429-2472 mmcauley@ampcopgh.com
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