New Enterprise Stone & Lime Co., Inc. Announces Tender Results for Its Outstanding 6.250% Senior Secured Notes Due 2026 | Financial Buzz

New Enterprise Stone & Lime Co., Inc. Announces Tender Results for Its Outstanding 6.250% Senior Secured Notes Due 2026

New Enterprise Stone & Lime Co., Inc. (“NESL” or the “Company”), a leading privately held, vertically integrated construction materials supplier in Pennsylvania and western New York, announced the results of its previously announced cash tender offer (the “Tender Offer”) to purchase any and all of its 6.250% Senior Secured Notes due 2026 (the “2026 Notes”) having an outstanding aggregate principal amount of $450.0 million.

The terms and conditions of the Tender Offer are described in the Offer to Purchase dated September 28, 2021 (the “Offer to Purchase”).

Information relating to the Tender Offer is set forth in the table below:

CUSIP Nos.

 

Outstanding

Principal

Amount

 

Title of Security

Principal

Amount

Tendered by

Expiration Time

 

Tender

Consideration(1)

644274 AF9

(144A)

U64159 AD5

(Reg. S)

 

$450,000,000

 

6.250% Senior

Secured Notes

due 2026

$321,525,000

 

$1,034.40

(1) Per $1,000 principal amount of the 2026 Notes validly tendered (and not validly withdrawn) and accepted for purchase in the Tender Offer.

The Tender Offer expired at 5:00 p.m., New York City time, on October 6, 2021 (the “Expiration Time”). Tenders of the 2026 Notes in the Tender Offer may no longer be withdrawn, except in certain limited circumstances where additional withdrawal rights are required by law. Holders of 2026 Notes validly tendered and not validly withdrawn on or prior to the Expiration Time will receive the Tender Consideration (as defined in the Offer to Purchase). In addition to the Tender Consideration, all Holders of 2026 Notes accepted for purchase will also receive, in cash, all applicable accrued and unpaid interest rounded to the nearest cent, on such $1,000 principal amount of such series of 2026 Notes, from the last applicable interest payment date up to, but not including, the Settlement Date which is expected to be October 8, 2021. The Settlement Date for any 2026 Notes tendered by guaranteed delivery procedures is expected to be October 12, 2021.

The Company intends to deliver notices of redemption to the Holders of the remaining Notes on October 8, 2021, in which case any remaining 2022 Notes not tendered prior to 12:01 a.m. on October 8, 2021, will be redeemed on November 7, 2021 (the “Redemption Date”) at a redemption price of 103.125% of the principal amount thereof, plus accrued and unpaid interest on the 2026 Notes redeemed up to, but not including, the Redemption Date.

The Company expects to fund the payment for the validly tendered and accepted 2026 Notes with the net proceeds of its previously announced offering of (i) $585.0 million aggregate principal amount of its 5.250% Senior Secured Notes due 2028 (the “Secured Notes”) and (ii) $67.0 million of its Senior Unsecured Notes due 2028 (the “Unsecured Notes” and together with the Secured Notes, the “Notes”), which Unsecured Notes are an additional issuance of its 9.750% Senior Unsecured Notes that were issued on July 15, 2020.

The Notes were offered in a private offering that is exempt from the registration requirements of the Securities Act of 1933, as amended (the “Securities Act”), only to persons reasonably believed to be qualified institutional buyers in reliance on Rule 144A under the Securities Act and to certain non‑U.S. persons outside the United States in offshore transactions in reliance on Regulation S under the Securities Act. The Notes have not been registered under the Securities Act or any state securities laws and may not be offered or sold in the United States absent an effective registration statement or an applicable exemption from registration requirements or a transaction not subject to the registration requirements of the Securities Act or any state securities laws.

Truist Securities, Inc. is acting as the dealer manager for the Tender Offer. The information agent and tender agent is Global Bondholder Services Corporation. Questions regarding the Tender Offer should be directed to Truist Securities, Inc. at (404) 926-5262.

This press release shall 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 offering, solicitation or sale would be unlawful.

About New Enterprise Stone & Lime Co., Inc.

New Enterprise Stone & Lime Co., Inc. is a leading privately held, vertically integrated construction materials supplier and heavy/highway construction contractor in Pennsylvania and western New York. Our core businesses include: (i) construction materials (aggregate production (crushed stone and construction sand and gravel), hot mix asphalt production and ready mixed concrete production) and (ii) heavy/highway construction (heavy construction, hot mix asphalt paving and other site preparation services). For more information, please visit the Company’s website at www.nesl.com.

Forward-Looking Statements

Statements included herein may constitute forward looking statements. These statements are not guarantees of future performance or results and involve a number of risks and uncertainties. Actual results may differ materially from those in the forward-looking statements as a result of a number of factors, including those described from time to time in the Company’s reports. The Company undertakes no duty to update any forward looking statements made herein.

Source: New Enterprise Stone & Lime Co., Inc.

Contacts

At the Company:

Eric Thiele

Chief Financial Officer

ethiele@nesl.com

814-766-2211

or

Investor Relations Contact:

Gregory FCA

Joe Hassett, SVP

610-228-2110

joeh@gregoryfca.com

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