TMS Int'l: Crystal Merger Sub Plans To Offer $300 Mln Of Senior Notes Due 2021

(RTTNews) - TMS International Corp. (TMS) announced that Crystal Merger Sub Inc., an entity formed by family business interests of Thomas Pritzker and Gigi Pritzker or the "Investors", as advised by The Pritzker Organization, L.L.C., intends to offer $300 million in aggregate principal amount of senior notes due 2021.

The company said that the notes are being issued to provide a portion of the financing for the previously announced merger of Crystal Merger Sub with and into TMS, with TMS surviving the merger.

Crystal Merger Sub and the Investors expect that the net proceeds of the offering will be used to finance a portion of the cash consideration for the Acquisition. Upon consummation of the Acquisition, Crystal Merger Sub will be merged with and into TMS, and TMS will assume all of the obligations of Merger Sub under the notes and certain of TMS's existing and future direct and indirect wholly owned domestic restricted subsidiaries will guarantee the notes.

In late- August 2013, TMS International and the Pritzker Organization, LLC or TPO announced a definitive merger agreement under which business interests of some members of the Pritzker family would acquire TMS in an all-cash transaction valued at $1 billion, including refinanced third-party debt.

As per the terms of the agreement, TMS stockholders will receive $17.50 in cash for each share of TMS Class A common stock and Class B common stock.