Le Lézard
Subjects: Funding, Bond Issue

New Enterprise Stone & Lime Co., Inc. Announces Cash Tender Offer for its Outstanding 6.25% 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 today that it has commenced a cash tender offer (the "Tender Offer") to purchase any and all of its outstanding 6.25% Senior Secured Notes due 2026 (the "2026 Notes"). There are $450.0 million aggregate principal amount of 2026 Notes outstanding. The Tender Offer is being made on the terms and subject to the conditions set forth in the Offer to Purchase dated September 28, 2021 (the "Offer to Purchase") and the related Notice of Guaranteed Delivery (together with the Offer to Purchase, the "Offer Documents").

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

CUSIP Nos.

 

Outstanding

Principal
Amount

 

Title of Security

 

Tender Consideration(1)

644274 AF9 (144A)

U64159 AD5 (Reg S)

 

$450,000,000

 

6.25% Senior Secured

Notes due 2026

 

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(1) Per $1,000 principal amount of the 2026 Notes validly tendered (and not validly withdrawn) and accepted for purchase in the Tender Offer.

Holders of the 2026 Notes who validly tender (and do not validly withdraw) their 2026 Notes at or prior to 5:00 p.m. New York City time, on October 6, 2021 (the "Expiration Time"), unless extended or earlier terminated, will be eligible to receive the "Tender Consideration" of $1,034.40 per $1,000 principal amount of such 2026 Notes accepted for purchase. In addition to the Tender Consideration, accrued interest up to, but not including, the applicable settlement date, as defined below, of the Tender Offer will be paid in cash on all 2026 Notes accepted for purchase.

Validly tendered 2026 Notes may be validly withdrawn at any time at or prior to 5:00 p.m. New York City time on October 6, 2021 (unless such deadline is extended) but not thereafter, except in certain limited circumstances where additional withdrawal rights are required by law.

Subject to the terms and conditions described in the Offer Documents, payment of the Tender Consideration, together with any accrued interest, to holders who validly tendered (and did not validly withdraw) 2026 Notes at or prior to the Expiration Time will occur on the second business day after the Expiration Time (the "Settlement Date"). On the Settlement Date, the Company intends to issue a notice of redemption for all of the 2026 Notes that remain outstanding after the Settlement Date in accordance with the terms of the Indenture, and satisfy and discharge its obligations under the Indenture.

The Tender Offer is subject to the satisfaction or waiver of a number of conditions as set forth in the Offer to Purchase, including the consummation of a concurrent offering of debt securities on terms satisfactory to the Company and the Company's receipt, in connection therewith, of net proceeds sufficient to effect the repurchase of the 2026 Notes validly tendered and accepted for purchase, including the payment of any premiums, accrued interest and costs incurred. The Company may amend, extend or terminate the Tender Offer in its sole discretion and subject to applicable law.

Truist Securities, Inc. is acting as the dealer manager. The tender and information agent is Global Bondholder Services Corporation. Copies of the Offer Documents and other materials related to the Tender Offer are available at https://www.gbsc-usa.com/NESL/ or by contacting the tender and information agent at 212-430-3774 (banks and brokers) or fax at 212-430-3775/3779 or email [email protected]. Questions regarding the Tender Offer should be directed to Truist Securities, Inc. at 404-926-5262.

None of the Company, the dealer manager, the tender and information agent, or the trustee for the 2026 Notes, or any of their respective affiliates, is making any recommendation as to whether holders should tender any 2026 Notes in response to the Tender Offer. Holders must make their own decision as to whether to tender any of their 2026 Notes and, if so, the principal amount of 2026 Notes to tender. This announcement is for informational purposes only and does not constitute an offer to purchase or the solicitation of an offer to sell any security and shall not constitute an offer, solicitation or sale in any jurisdiction in which such offering, solicitation or sale would be unlawful. The Tender Offer is being made solely by means of the Offer Documents. This announcement also shall not constitute a notice of redemption with respect to the 2026 Notes. Any redemption shall be made solely by means of a redemption notice delivered pursuant to and in accordance with the Indenture. 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 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).

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.



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