Maverick Tube (NYSE:MVK)
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From Jul 2019 to Jul 2024
Maverick Tube Corporation (NYSE:MVK) announced today
that, subject to market conditions and other factors, it plans to
offer $220 million of convertible senior subordinated notes due 2025
in a private offering. As part of the offering, Maverick will grant
the initial purchaser of the notes a 30-day option, solely to cover
over-allotments, to purchase up to an additional aggregate $30 million
of the notes.
Pursuant to the authorization granted by Maverick's board,
Maverick intends to use the net proceeds of the offering to repurchase
Maverick common stock in the open market from time to time or through
private transactions, as well as to pay the costs associated with the
convertible note hedge and warrant transactions described below.
Maverick expects to enter into a portion of these repurchases
contemporaneously with the pricing of the notes.
The notes will be convertible upon the occurrence of specified
events into cash and shares of Maverick's common stock. The notes will
be subordinated to existing and future senior indebtedness and will be
pari passu with our existing senior subordinated notes due 2033.
In connection with the offering, Maverick plans to enter into
convertible note hedge and warrant transactions in respect of its
common stock with an affiliate of the initial purchaser of the notes.
These transactions are intended to reduce the potential dilution upon
future conversion of the notes. The other party to such transactions
has advised Maverick that it expects to enter into various
over-the-counter derivative transactions and may purchase shares of
Maverick's common stock contemporaneously or shortly after the pricing
of the notes. In addition, the other party may continue to purchase
and may sell shares of Maverick's common stock in secondary market
transactions and may enter into or unwind over-the-counter derivative
transactions following the pricing of the notes.
This press release shall not constitute an offer to sell or a
solicitation of an offer to buy, nor shall there be any sale of the
notes or the common stock issuable upon conversion of the notes in any
state or jurisdiction in which such offer, solicitation or sale would
be unlawful. The notes will be offered to qualified institutional
buyers in reliance on Rule 144A under the Securities Act of 1933, as
amended. The notes and the shares of common stock issuable upon
conversion of 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 or to U.S. persons absent registration or an
applicable exemption from the registration requirements.
Maverick Tube Corporation is a St. Louis, Missouri, based
manufacturer of tubular products in the energy industry for
exploration, production, and transmission, as well as industrial
tubing products (steel electrical conduit, HSS, standard pipe, pipe
piling, and mechanical tubing) used in various applications.
This news release may contain forward-looking information that is
based on assumptions that are subject to numerous business risks, many
of which are beyond the control of the Company. There is no assurance
that such assumptions will prove to be accurate. Actual results may
differ from these forward-looking statements due to numerous factors,
including those described under "Risk Factors" and elsewhere in
Maverick's Form 10-K for its year ended December 31, 2004.