BRIDGEVILLE, Pa.--(BUSINESS WIRE)--Maxim Crane Works Holdings, Inc., announced today that Maxim Crane Works Holdings Capital, LLC, its direct wholly-owned subsidiary (the “Company”), has commenced a partial tender offer to purchase (the “Tender Offer”) up to $125.0 million (the “Tender Cap”) aggregate principal amount of its outstanding 10.125% Second-Priority Senior Secured Notes due 2024 (the “Notes”) for cash, upon the terms and conditions set forth in the confidential Offer to Purchase (the “Offer to Purchase”) dated September 15, 2020.
The Tender Offer is scheduled to expire at 12:00 midnight, New York City time, on October 13, 2020, unless extended or earlier terminated (such time, as may be extended, the “Expiration Time”). Holders who validly tender their Notes at or prior to 5:00 p.m., New York City time, on September 29, 2020 (the “Early Tender Time”) will be eligible to receive the Total Consideration (as defined in the Offer to Purchase), which includes an early tender premium equal to $30.00 per $1,000 principal amount (the “Early Tender Premium”), for each $1,000 principal amount of Notes validly tendered and accepted for purchase by the Company, plus accrued and unpaid interest to, but excluding, the settlement date. The Total Consideration shall be equal to the Clearing Price (as defined below), as determined pursuant to a “modified Dutch Auction” procedure.
As more fully described in the Offer to Purchase, the Clearing Price will be determined pursuant to a “modified Dutch Auction” procedure by consideration of the “bid price” specified by each holder that validly tenders Notes. The Clearing Price will be the lowest single bid price at which the Company will be able to purchase Notes in an aggregate principal amount not to exceed the Tender Cap, subject to any required proration.
Holders who validly tender their Notes after the Early Tender Time but at or prior to the Expiration Time will not be eligible to receive the Early Tender Premium.
Settlement of any Notes that have been validly tendered is expected to occur on the second business day following the Expiration Time. Tendered Notes may be withdrawn at any time at or prior to 5:00 p.m., New York City time, on September 29, 2020.
The complete terms and conditions of the Tender Offer are described in the Offer to Purchase, dated the date hereof, a copy of which may be obtained from D.F. King & Co., Inc., the tender agent and information agent (the “Tender and Information Agent”) for the Tender Offer, by telephone at (800) 399-1581 (U.S. toll free) and (212) 269-5550 (collect), in writing at 48 Wall Street, 22nd Floor New York, New York 10005, Attention: Andrew Beck.
The Company has engaged Deutsche Bank Securities Inc. to act as the dealer manager (the “Dealer Manager”) in connection with the Tender Offer. Questions regarding the terms of the Tender Offer may be directed to the Dealer Manager by telephone at (855) 287-1922 (toll-free) and (212) 250-7527 (collect).
None of the Company, the Dealer Manager, the Tender and Information Agent or the trustee for the Notes, or any of their respective affiliates, is making any recommendation as to whether holders should or should not tender any Notes in response to the Tender Offer or expressing any opinion as to whether the terms of the Tender Offer are fair to any holder. Holders must make their own decision as to whether to tender any of their Notes and, if so, the principal amount of Notes to tender and the bid price at which to tender. Holders of Notes should refer to the Offer to Purchase for a description of the offer terms, conditions, disclaimers and other information applicable to the Tender Offer.
This press release is for informational purposes only and does not constitute an offer to purchase or the solicitation of an offer to sell any securities. The Tender Offer is being made solely by means of the Offer to Purchase. The Tender Offer is not being made to holders of Notes in any jurisdiction in which the making or acceptance thereof would not be in compliance with the securities, blue sky or other laws of such jurisdiction. In those jurisdictions where the securities, blue sky or other laws require any tender offer to be made by a licensed broker or dealer, the Tender Offer will be deemed to be made on behalf of the Company by the Dealer Manager or one or more registered brokers or dealers licensed under the laws of such jurisdiction.
About Maxim Crane Works
Founded in 1937, Maxim is one of the largest lifting solutions businesses in North America. Maxim, with its affiliated companies, serves more than 8,000 customers through its fleet of over 2,600 cranes situated in over 60 branches. Maxim’s full suite of lift solutions include operated and maintained cranes, bare rental cranes, heavy haul/rigging services, and value-added advisory services. Maxim offers a full portfolio of cranes used in a variety of end markets. For more information about Maxim, please visit http://www.maximcrane.com/.
Forward Looking Information Disclaimer
Some of the statements in this press release constitute "forward-looking statements" within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. These statements include statements regarding the Company’s intent and belief or current expectations and may be identified by the use of words like “anticipate”, “believe”, “estimate”, “expect”, “intend”, “may”, “plan”, “will”, “should”, “seek”, the negative of these terms or other comparable terminology. Investors are cautioned that any such forward-looking statements are not guarantees of future performance and involve risks and uncertainties, and that actual results may differ materially from those projected in the forward-looking statements. Important factors that could cause actual results to differ materially from expectations include, without limitation, the Company’s ability to consummate the Tender Offer, as well as matters beyond the Company's control. Forward-looking statements are not guarantees of future performance, results or events.