Carpenter Technology to Acquire Latrobe

Page 1

Carpenter Technology to Acquire Latrobe "We are usually excited that this transaction is going to be a quick catalyst regarding incremental growth, offer new possibilities for our employees, and enable us to raised utilize the actual all round asset base in order to enhance how well we service customers." Forward-Looking Statements The Particular transaction can be subject in order to customary closing conditions as well as regulatory approvals. Morgan as monetary advisor along with Pepper Hamilton LLP as legal counsel. HEP looks for set up companies with proven monitor records, strong free cash flow characteristics, a strong competitive market position plus an experienced management team looking to companion using long term capital. Latrobe's shareholders will personal approximately 15.5% associated with Carpenter's outstanding common stock. "We tend to be financing the bucks portion of the acquisition together with $170 million of accessible liquidity. "The Latrobe acquisition will supply necessary capacity to fulfill strong customer interest in our premium products, improves our situation in attractive segments similar to aerospace and energy, provides capabilities that may help us commercialize important new product offerings, along with delivers us improved returns on new capability investments. "While we not too long ago filed to adopt Latrobe public, we swiftly found see which the opportunity join collectively using Carpenter provides superior rewards regarding just about all in our stakeholders," mentioned Thomas O. Additionally, it preserves our strong


balance sheet ahead of what we expect will be an essential cycle involving investment as well as growth." Since section of the actual transaction, Thomas O. Carpenter will also spend $170 million throughout money for you to get rid of Latrobe debt in closing as well as reimburse specific transaction costs. The live webcast will be getting held with regard to investors and also analysts from 9 a.m. These kinds of forward-looking statements are generally topic for you to risks and also uncertainties that will could trigger actual results to change from those projected, anticipated as well as implied. "Our companies are usually an superb fit, so which as a component of Carpenter - the industry's technology leader with a much more comprehensive platform - the mixed company will reach new markets and become well positioned to end up being able to provide more offerings to customers and business partners all through the world. We as well as our partners in Hicks Equity Partners have worked closely with management for you to redouble the business in high-value products. Simply By joining forces together with Carpenter, Latrobe will most likely be positioned to drive long term growth and also capitalize around the many new worth creation opportunities it's heading to enjoy as a part of this engineered metals leader." . Please visit www.latrobesteel.com for more information about the organization along with its products. "We consider Latrobe a significant extension regarding Carpenter's capabilities along with are extremely proud of our own new partnership. The Actual forward-looking statements in this document are usually intended to be topic towards the safe harbor protection supplied by Section 27A in the Securities Act of 1933, as amended, along with Section 21E in the Securities Exchange Act


of 1934, as amended. Watermill looks regarding companies in a crossroads and applies a distinctive mix of strategic insight and management expertise they tend to be driving growth. The Actual combined entity should be considered a strong cash generator, using improved growth potential.

Institutional investors may access the particular are living contact and participate within the problem along with solution session. Carpenter undertakes absolutely no obligation for you to update or even revise just about any forward-looking statements. "The mixture creates a business not merely together with better economics, but with additional durable competitive benefit leveraging the particular expertise associated with each companies," mentioned B. in Monday, June twenty for your conference call phone quantity and passcode. WYOMISSING, Pa.--(BUSINESS WIRE)--Carpenter Technologies Corporation (NYSE: CRS) along with Latrobe Specialty Metals, Inc. about Carpenter Technology Regarding Latrobe Specialty Metals, Inc. Concerning Hicks Equity Partners Acquired through Hicks Equity Partners and also The Actual Watermill Team inside December 2006, Latrobe manufactures as well as distributes high-performance supplies pertaining to aerospace, defense, energy, along together with other significant apps together with manufacturing operations inside Pennsylvania, Ohio, Texas, and the United Kingdom as well as seven distribution centers found throughout the United States. While a new result, Latrobe features expanded capacity, created new opportunities within the actual oil, gas, along with power generation industries, as well as fostered an entrepreneurial culture which has fueled the achievements


the business. Closing is expected to happen throughout the very first quarter involving FY2012, which in turn ends September 30, 2011. Carpenter technology creates as well as distributes conventional and also powder metal specialty alloys, which includes stainless steels, titanium alloys, tool steels along with superalloys. Karol, Managing partner and Founder regarding The Actual Watermill Team will join Carpenter's Board of Directors. Your Watermill Team (www.watermill.com) is a strategy-driven private investing firm in which revitalizes companies to attempt a vehicle superior returns. any of those elements could provide an adverse and/or fluctuating impact about Carpenter's results regarding operations. today announced they've entered into a definitive merger agreement whereby Carpenter will acquire Latrobe in the transaction valued from approximately $558 million. Wulfsohn, President and Chief Executive Officer associated with Carpenter Technology. Latrobe along with Carpenter come with an exceptional long term collectively and we look forward for you to constructing outstanding worth for your combined company's shareholders along with customers." Hicks Equity Partners ("HEP") may always be the private equity arm for Hicks Holdings LLC, any holding business for your Thomas O. Christopher DiSantis, President & Chief Executive Officer of Latrobe Specialty Metals. By Simply combining the 2 companies we are heading to improve item mix, lower cost, and lower needed richesse investments with regard to future growth. Concerning The Watermill Group Steven E. Karol said, "We are proud regarding what Latrobe offers accomplished over the last four years. The Actual webcast is going to be hosted


simply by Thomson Reuters as well as can be accessed through Carpenter Technology's site at www.cartech.com. "Our strategy is to grow through the combination of organic growth initiatives and also acquisitions - using a focus on markets that worth the technical sophistication of our own products," stated William A. That They include yet aren't restricted to: (1) the parties' anticipations along with respect for the synergies, expenses as well as other anticipated economic impacts in the transaction could change from actual × ×¡×¤×§×ª ×¢×¥ ×ª× × × × × synergies realized, expenses incurred and financial impacts experienced like a results of your transaction; (2) your possibility the transaction is delayed or even does certainly not close, including, without limitation, credited for the failure for you to obtain just about any required regulatory approvals or the failure to meet just about any closing condition, (3) the particular getting regarding governmental action (including the particular passage involving legislation) to block the particular transaction; (4) your cyclical nature of the specialty supplies business and specific end-use markets, which includes aerospace, industrial, automotive, consumer, medical, and also energy, as well as other influences about Carpenter's enterprise such as new competitors, the actual consolidation regarding competitors, customers, as well as suppliers or perhaps the transfer associated with manufacturing capacity in the united States in order to foreign countries;5) your capability involving Carpenter to become able to accomplish price savings, productivity improvements as well as procedure changes; 6) the capability to recoup raises in the expense of energy, uncooked materials, freight or other factors; 7) domestic as well as foreign https://www.thebalance.com/carpenter-career-description-525993 excess manufacturing capacity for several metals; 8) fluctuations in foreign exchange rates; 9) your level of achievement involving government trade actions; 10) the valuation with the assets as well as


liabilities throughout Carpenter's pension trusts as well as the accounting with regard to ×¨× × × × × × ×ª× × × × × pension plans; 11) achievable labor disputes as well as work stoppages; 12) the particular prospective which our consumers might substitute alternate supplies as well as adopt different manufacturing procedures in which substitute as well as limit the suitability of our products; 13) the opportunity to effectively acquire and integrate acquisitions; 14) your accessibility to credit score facilities for you to Carpenter, its clients or another members of the supply chain; 15) the capability to obtain power or raw materials, specifically coming from suppliers positioned in countries that will might always be subject to unstable political or economic conditions; 16) our manufacturing processes are dependent upon highly specialized equipment found primarily in one facility within Reading, Pennsylvania pertaining to which in turn there may be limited alternatives if you will find significant equipment failures as well as catastrophic event; and also 17) our long term achievement depends about the continued services and option of key personnel, such as members in our executive management team, management, metallurgists along with other skilled personnel and furthermore the loss associated with these crucial personnel could affect our capability to do until suitable replacements are generally found. for more than 3 decades, The Particular Watermill group continues to always be able to be acquiring, operating, as well as improving companies. Your most significant of these uncertainties tend to be described throughout Carpenter's filings with the Securities and Exchange Commission including its annual document upon Form 10-K for your yr ended June 30, 2010 and furthermore the quarterly reports on Form 10-Q for your quarters ended September 30, 2010, December 31, 2010 along with March 31, 2011 and the exhibits attached with these filings. Hicks. Annual revenues along with EBITDA (Earnings Just Before Interest, Taxes,


Depreciation and Amortization) for that 12 months ending March 31, 2011 had been $379 million and $58 million respectively. Carpenter ended up being represented by simply J.P. on Monday, June 20 for you to discuss the actual acquisition. Hicks pioneered the "buy as well as build" strategy associated with investing as well as founded Hicks Muse Tate & Furst, that raised more than $12 billion of non-public equity across 6 funds and completed over $50 billion regarding leveraged acquisitions. Annual net synergies are usually anticipated to become within extra associated with $25 million. Latrobe, Hicks Equity Partners and Watermill had been represented by simply Credit Rating Suisse as monetary advisor along with Jones Day as legal counsel. "We anticipate the acquisition being accretive throughout yr one, even such as your one-time expenses connected with the merger, as well as extremely accretive throughout future years. the Watermill Group's some other portfolio companies contain FutureMark Paper Company, C&M Corporation, as well as MultiLayer Coating Technologies, LLC. Except with regard to historical information, just about all other details on this information launch consists associated with forward-looking statements within this is with the Private Securities Litigation Act associated with 1995. Along With 35 years of private × × ×¨× × ×©× ×§× 9 ×ª× × × × × equity experience, Mr. Hicks, Chairman along with Chief Executive Officer of Hicks Equity Partners along with Steven E. information about Carpenter are available at www.cartech.com. Latrobe Specialty Metals, inside constant operation inside the exact same main location since 1913, employs more than 800 people throughout the world. Please contact 610-20-2222 right after 7:30 a.m. Latrobe Specialty Metals materials crucial materials towards the aerospace, defense, energy, hydrocarbon, health-related and also industrial steel sectors. The Particular big percentage


regarding equity will be strong proof your confidence the Latrobe ownership team provides inside the combined company's prospects likely forward. Hicks family's assets. Within the transaction, 8.1 million shares regarding Carpenter stock, subject for you to certain adjustments pertaining to operating richesse along with pension, representing the present equity price of approximately $388 million, will be issued towards the current proprietors including Hicks Equity Partners along with The Particular Watermill Group


Turn static files into dynamic content formats.

Create a flipbook
Issuu converts static files into: digital portfolios, online yearbooks, online catalogs, digital photo albums and more. Sign up and create your flipbook.