NORTH CANTON, Ohio,
Aug. 13, 2014 /PRNewswire/ -- The
Timken Company (NYSE: TKR) today announced pricing of
$350 million aggregate principal amount of 3.875 percent
senior notes due 2024 (the "Notes"). The Notes will be issued
at 98.901 percent of par and the offering is expected to close
on August 20, 2014, subject to customary closing
conditions.
The Notes offering is being made in a private transaction that
is exempt from the registration requirements of the Securities Act
of 1993 (the "Securities Act"). Within the United States, the Notes are only being
offered to investors who are "qualified institutional buyers," as
defined in Rule 144A under the Securities Act. Outside the United States, the Notes are only being
offered to investors who are persons other than "U.S. persons," as
defined in Rule 902 under the Securities Act, in offshore
transactions in reliance upon Regulation S under the Securities
Act.
A portion of the net proceeds from this offering will be used to
repay the $250 million aggregate principal amount outstanding
at maturity on the company's 6 percent unsecured senior notes due
September 2014. The remaining proceeds will be used for
general corporate purposes.
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
registration or an applicable exemption from the registration
requirements. Timken intends to enter into a registration rights
agreement in connection with the Notes offering pursuant to which
Timken will file a registration statement covering the exchange or
the resale of the Notes.
This press release is neither an offer to sell nor the
solicitation of an offer to buy the Notes or any security and shall
not constitute an offer, solicitation or sale in any jurisdiction
in which such offer, solicitation or sale is unlawful.
About The Timken Company
The Timken Company
(NYSE: TKR) engineers, manufactures and markets Timken®
bearings, transmissions, gearboxes, chain, and related products,
and offers a spectrum of power system rebuild and repair services
around the world. Timken has a global team of 17,000 people
and posted $3 billion in sales in 2013 (excluding Steel
business sales).
Certain statements in this release (including statements
regarding the company's estimates and expectations) that are not
historical in nature are "forward-looking" statements within the
meaning of the Private Securities Litigation Reform Act of 1995. In
particular, the statements regarding the company's expectations for
the closing of the Notes offering and its use of the net proceeds
therefrom are forward-looking. The company cautions that actual
results may differ materially from those projected or implied in
forward-looking statements due to a variety of important factors
discussed in the company's filings with the Securities and Exchange
Commission, including the company's Annual Report on Form 10-K for
the year ended Dec. 31, 2013,
quarterly reports on Form 10-Q and current reports on Form 8-K.
Except as required by the federal securities laws, the company
undertakes no obligation to publicly update or revise any
forward-looking statement, whether as a result of new information,
future events or otherwise.
Media
Contact:
Gloria
Irwin
Communications
Manager
4500 Mount Pleasant
St. N.W.
North Canton, OH
44720 U.S.A.
Telephone:
234.262.3514
mediarelations@timken.com
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Investor
Contact:
Steve
Tschiegg
Director – Capital
Markets & Investor Relations
4500 Mount Pleasant
St. N.W.
North Canton, OH
44720 U.S.A.
Telephone:
234.262.7446
steve.tschiegg@timken.com
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SOURCE The Timken Company