WYOMISSING, Pa.--(BUSINESS WIRE)--Feb. 21, 2013--
Carpenter Technology Corporation (NYSE: CRS) today announced that it has
priced an underwritten public offering of $300 million in aggregate
principal amount of its 4.450% senior notes due 2023. Carpenter
Technology Corporation expects to use the net proceeds from the issuance
of the senior notes to repay in full $100 million in aggregate principal
amount of Carpenter Technology Corporation’s 6.625% senior unsecured
notes due May 2013, including any interest due thereon. Carpenter
Technology Corporation intends to use the remaining net proceeds from
the offering for general corporate purposes, which may include pension
contributions of up to $165 million, additions to working capital,
capital expenditures, repayment of debt, the financing of acquisitions,
joint ventures and other business combination opportunities or stock
repurchases.
J.P. Morgan Securities LLC and Merrill Lynch, Pierce, Fenner & Smith
Incorporated are acting as joint book-running managers of the offering.
Carpenter Technology Corporation has filed a registration statement
(including a prospectus) with the SEC for the offering to which this
press release relates. Before you invest in the notes, you should read
the prospectus in that registration statement and other documents the
issuer has filed with the SEC for more complete information about
Carpenter Technology Corporation and this offering. You may get these
documents for free by visiting EDGAR on the SEC Web Site at www.sec.gov.
Alternatively, Carpenter Technology Corporation, any underwriter, or any
dealer participating in the offering will arrange to send you the
prospectus if you request by contacting J.P. Morgan Securities LLC, 383
Madison Avenue, New York, New York, 10179, Attention: High Grade
Syndicate Desk, 3rd Floor, telephone collect at 1-212-834-4533 or
Merrill Lynch, Pierce, Fenner & Smith Incorporated, 222 Broadway, New
York, NY 10038, Attention: Prospectus Department, or email dg.prospectus_requests@baml.com.
Phone: 1-800-294-1322.
This press release shall not constitute an offer to sell or the
solicitation of an offer to buy nor shall there be any sale of these
notes in any jurisdiction in which such offer, solicitation or sale
would be unlawful prior to registration or qualification under the
securities laws of any such jurisdiction.
About Carpenter Technology Corporation
Carpenter Technology Corporation, based in Wyomissing, Pa., produces and
distributes specialty alloys, including stainless steels, titanium
alloys and superalloys, and various engineered products. Information
about Carpenter can be found at www.cartech.com.
Forward-Looking Statements
This press release contains forward-looking statements within the
meaning of the Private Securities Litigation Act of 1995. These
forward-looking statements are subject to risks and uncertainties that
could cause actual results to differ from those projected, anticipated
or implied. The most significant of these uncertainties are described in
Carpenter’s filings with the Securities and Exchange Commission
including its annual report on Form 10-K for the year ended June 30,
2012, the 10-Q for the quarter ended September 30, 2012, the 10-Q for
the quarter ended December 31, 2012 and the exhibits attached to those
filings. They include but are not limited to: (1) expectations with
respect to the synergies, costs and other anticipated financial impacts
of the Latrobe acquisition transaction could differ from actual
synergies realized, costs incurred and financial impacts experienced as
a result of the transaction; (2) the cyclical nature of the specialty
materials business and certain end-use markets, including aerospace,
defense, industrial, transportation, consumer, medical, and energy, or
other influences on Carpenter’s business such as new competitors, the
consolidation of competitors, customers, and suppliers or the transfer
of manufacturing capacity from the United States to foreign countries;
(3) the ability of Carpenter to achieve cost savings, productivity
improvements or process changes; (4) the ability to recoup increases in
the cost of energy, raw materials, freight or other factors; (5)
domestic and foreign excess manufacturing capacity for certain metals;
(6) fluctuations in currency exchange rates; (7) the degree of success
of government trade actions; (8) the valuation of the assets and
liabilities in Carpenter’s pension trusts and the accounting for pension
plans; (9) possible labor disputes or work stoppages; (10) the potential
that our customers may substitute alternate materials or adopt different
manufacturing practices that replace or limit the suitability of our
products; (11) the ability to successfully acquire and integrate
acquisitions, including the Latrobe acquisition; (12) the availability
of credit facilities to Carpenter, its customers or other members of the
supply chain; (13) the ability to obtain energy or raw materials,
especially from suppliers located in countries that may be subject to
unstable political or economic conditions; (14) Carpenter’s
manufacturing processes are dependent upon highly specialized equipment
located primarily in facilities in Reading and Latrobe, Pennsylvania for
which there may be limited alternatives if there are significant
equipment failures or catastrophic event; and (15) Carpenter’s future
success depends on the continued service and availability of key
personnel, including members of our executive management team,
management, metallurgists and other skilled personnel and the loss of
these key personnel could affect our ability to perform until suitable
replacements are found. Any of these factors could have an adverse
and/or fluctuating effect on Carpenter’s results of operations. The
forward-looking statements in this document are intended to be subject
to the safe harbor protection provided by Section 27A of the Securities
Act of 1933, as amended, and Section 21E of the Securities Exchange Act
of 1934, as amended. Carpenter undertakes no obligation to update or
revise any forward-looking statements.
Source: Carpenter Technology Corporation
Carpenter Technology Corporation
Media Inquiries:
William J.
Rudolph, Jr., 610-208-3892
wrudolph@cartech.com
or
Investor
Inquiries:
Michael A. Hajost 610-208-3476
mhajost@cartech.com