NEW ENTERPRISE, Pa.–(BUSINESS WIRE)–New Enterprise Stone & Lime Co., Inc. (“NESL” or the “Company”)announced today that it has commenced a cash tender offer (the “TenderOffer”) to purchase any and all of its 11% Senior Notes due 2018 (the“Notes”). There are $203.5 million aggregate principal amount of Notesoutstanding, excluding $46.5 million aggregate principal amount of Notespreviously repurchased and currently held in treasury, which will becancelled by the Company upon consummation of the Tender Offer. TheTender Offer is being made on the terms and subject to the conditionsset forth in the Offer to Purchase dated March 3, 2017 (the “Offer toPurchase”).
The Tender Offer will expire at 5:00 p.m., New York City time, on March10, 2017, unless extended or earlier terminated as described in theOffer to Purchase (such time and date, as they may be extended, the“Expiration Time”). Tenders of the Notes must be properly made beforethe Expiration Time and may be withdrawn at any time before theExpiration Time. Holders of the Notes who validly tender (and do notvalidly withdraw) their Notes at or prior to the Expiration Time, or whodeliver to the depositary and information agent a properly completed andduly executed Notice of Guaranteed Delivery in accordance with theinstructions described in the Offer to Purchase, will receive in cash$1,006 per $1,000 principal amount of Notes validly tendered andaccepted for purchase payable for such tendered Notes that are acceptedby the Company for purchase in the Tender Offer, plus accrued and unpaidinterest to, but not including, the settlement date, which is expectedto be March 15, 2017.
Tendered Notes may be withdrawn at any time prior to the ExpirationTime. The Tender Offer is subject to the satisfaction or waiver of anumber of conditions as set forth in the Offer to Purchase, includingthe receipt by the Company of proceeds from a proposed debt financing onterms reasonably satisfactory to the Company generating net proceeds,together with cash on hand and borrowings under its credit facilities,if needed, in an amount sufficient to effect the repurchase of all theNotes validly tendered and accepted for purchase pursuant to the TenderOffer. The Company may amend, extend or terminate the Tender Offer inits sole discretion and subject to applicable law.
Goldman, Sachs & Co. is acting as the dealer manager for the TenderOffer. The information agent and tender agent is Global BondholderServices Corporation. Copies of the Offer to Purchase and related tenderoffering materials are available at www.gbsc-usa.com/NESL/or by contacting the information agent at (212) 430-3774 (banks andbrokers) or toll free at (866) 470-4300 or email firstname.lastname@example.org.Questions regarding the Tender Offer should be directed to Goldman,Sachs & Co. at (800) 828-3182.
None of the Company, the dealer manager, the information agent andtender agent, or the trustee for the Notes, or any of their respectiveaffiliates, is making any recommendation as to whether Holders shouldtender any Notes in response to the Tender Offer. Holders must maketheir own decision as to whether to tender any of their Notes and, ifso, the principal amount of Notes to tender. This announcement is forinformational purposes only and does not constitute an offer to sell orthe solicitation of an offer to buy any security and shall notconstitute an offer, solicitation or sale in any jurisdiction in whichsuch offering, solicitation or sale would be unlawful. The Tender Offeris being made solely by means of the Offer to Purchase. In thosejurisdictions where the securities, blue sky or other laws require anytender offer to be made by a licensed broker or dealer, the Tender Offerwill be deemed to be made on behalf of the Company by the dealer manageror one or more registered brokers or dealers licensed under the laws ofsuch 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/highwayconstruction contractor in Pennsylvania and western New York and anational traffic safety services and equipment provider. Our corebusinesses include: (i) construction materials (aggregate production(crushed stone and construction sand and gravel), hot mix asphaltproduction and ready mixed concrete production), (ii) heavy/highwayconstruction (heavy construction, blacktop paving and other sitepreparation services) and (iii) traffic safety services and equipment.For more information, please visit the Company’s website at www.nesl.com.
Statements included herein may constitute forward looking statements.These statements are not guarantees of future performance or results andinvolve a number of risks and uncertainties. Actual results may differmaterially from those in the forward-looking statements as a result of anumber of factors, including those described from time to time in theCompany’s reports filed with the Securities and Exchange Commission. TheCompany undertakes no duty to update any forward looking statements madeherein.