magicman
10年前
Accuride Reports Third Quarter 2016 Results
• Net loss of $28.6 million, or a negative $0.59 per share
• Net loss from continuing operations of $6.8 million, or a negative $0.14 per share
• Net sales from continuing operations of $125.2 million, down 14.0 percent from the third quarter of 2015
EVANSVILLE, Ind.--(BUSINESS WIRE)-- Accuride Corporation (NYSE:ACW) (“Accuride” or the “Company”) – a leading supplier of components to the North American and European commercial vehicle industries – today reported financial results for the third quarter ended September 30, 2016.
Third Quarter 2016 Results
Third quarter 2016 net sales were $125.2 million, which represented a decrease of $20.5 million, or 14.0 percent, compared with net sales of $145.7 million for the third quarter of 2015. The decrease was driven by $24.5 million from lower-than-anticipated demand for wheels and brake drums in North America, and $4.3 million in pricing that was primarily related to the pass-through of lower raw material costs. Partially offsetting the decrease was an $8.3 million increase in net sales from Gianetti Ruote, in which Accuride took a majority stake in November 2015.
Accuride’s operating income was $1.5 million, down $9.6 million compared to operating income of $11.1 million in the third quarter of 2015. This was primarily due to the incremental margin loss on the lower product demand, which was partially offset by lower corporate spending. The Company reported a net loss of $28.6 million, or a negative $0.59 per share, including a loss from discontinued operations, net of tax, of $21.9 million related to the sale of the Brillion Iron Works subsidiary during the third quarter. The Company’s net loss from continuing operations attributable to shareholders was $6.8 million, or a negative $0.14 per share, compared to net income of $5.4 million, or $0.11 per share, in the third quarter of 2015. Third quarter Adjusted EBITDA from continuing operations was $13.5 million, or 10.8 percent of net sales, compared to $21.6 million, or 14.8 percent of net sales, in the same quarter of 2015.
Third Quarter Business Segment Results
Wheels
Wheels segment net sales were $90.9 million, down $10.9 million, or 10.7 percent, from the same period in 2015. The third quarter of 2016 included $8.3 million in net sales from Gianetti. Excluding Gianetti, Wheels segment net sales were down $19.2 million, or 18.9 percent, from the same period in 2015. This decrease was primarily related to lower production volume from North American OEM customers and reduced aftermarket customer demand totaling $15.3 million, plus the pass-through of lower material costs of $3.9 million. Wheels’ Adjusted EBITDA was $14.7 million, a decrease of $7.7 million, or 34.3 percent, from the third quarter of 2015.
Gunite
Gunite segment net sales were $34.3 million, down $9.5 million, or 21.7 percent, from the third quarter of 2015. This decrease is largely attributable to lower North American Class 8 OEM production and reduced aftermarket demand totaling $9.1 million, coupled with the pass-through of lower material costs of $0.4 million. Gunite’s Adjusted EBITDA was $4.9 million, a decrease of $1.6 million, or 24.7 percent, from the third quarter of 2015.
Liquidity and Debt
As of September 30, 2016, total debt was $318.1 million, consisting of $305.8 million of the outstanding 9.5% senior secured notes, net of discount and debt issuance costs, and $12.3 million in debt obligations related to the Company’s majority stake in Gianetti. As of September 30, 2016, Accuride had $27.0 million of cash and $37.0 million in availability under its ABL Credit Facility for total liquidity of $64.0 million. Cash included $11.7 million in net proceeds from the sale of Brillion.
In light of the previously announced merger agreement pursuant to which Accuride is to be acquired by affiliates of Crestview Partners, Accuride will not be hosting a conference call to discuss its third quarter 2016 financial results.
About Accuride Corporation
With headquarters in Evansville, Ind., USA, Accuride Corporation is a leading supplier of components to the North American and European commercial vehicle industries. The company’s products include commercial vehicle wheels and wheel-end components and assemblies. The company’s products are marketed under its brand names, which include Accuride®, Accuride Wheel End Solutions™, Gunite® and Gianetti Ruote™. Accuride’s common stock trades on the New York Stock Exchange under the ticker symbol ACW. For more information:www.AccurideCorp.com.
Forward-Looking Statements
Certain statements contained in this document may be considered forward-looking statements within the meaning of the U.S. securities laws, including Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, including statements regarding the proposed merger contemplated by the Agreement and Plan of Merger, dated September 2, 2016, by and among the Company, Armor Parent Corp. and Armor Merger Sub Corp. (such merger, the “proposed transaction” and such agreement, the “Merger Agreement”)and the ability to consummate the proposed transaction. These forward-looking statements generally include statements that are predictive in nature and depend upon or refer to future events or conditions, and include words such as “believes,” “plans,” “anticipates,” “projects,” “estimates,” “expects,” “intends,” “strategy,” “future,” “opportunity,” “may,” “will,” “should,” “could,” “potential,” or similar expressions. Statements that are not historical facts are forward-looking statements. Forward-looking statements are based on current beliefs and assumptions that are subject to risks and uncertainties. Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date they are made. Actual results could differ materially from those contained in any forward-looking statement as a result of various factors, including, without limitation: (1) Accuride may be unable to obtain shareholder approval for the proposed transaction; (2) the conditions to the closing of the proposed transaction may not be satisfied and required regulatory approvals may not be obtained; (3) the proposed transaction may involve unexpected costs, liabilities or delays; (4) the business of Accuride may suffer as a result of uncertainty surrounding the proposed transaction; (5) the outcome of any legal proceedings related to the proposed transaction; (6) Accuride may be adversely affected by other economic, business, legislative, regulatory and/or competitive factors; (7) the occurrence of any event, change or other circumstances that could give rise to the termination of the Merger Agreement; (8) risks that the proposed transaction disrupts current plans and operations and the potential difficulties in employee retention as a result of the proposed transaction; (9) the failure by Armor Parent Corp. or Armor Merger Sub Corp. to obtain the necessary debt and equity financing arrangements set forth in the commitment letters received in connection with the proposed transaction; and (10) other risks to consummation of the proposed transaction, including the risk that the proposed transaction will not be consummated within the expected time period or at all. If the proposed transaction is consummated, Accuride’s shareholders will cease to have any equity interest in Accuride and will have no right to participate in its earnings and future growth. The foregoing review of important factors that could cause actual results to differ from expectations should not be construed as exhaustive and should be read in conjunction with statements that are included herein and elsewhere, including Accuride’s filings with the Securities and Exchange Commission (the “SEC”), including its Annual Report on Form 10-K for the year ended December 31, 2015 and recent Quarterly Reports on Form 10-Q and Current Reports on Form 8-K filed with the SEC, which are available on the SEC’s website at www.sec.gov. Except as required by applicable law, Accuride undertakes no obligation to update any forward-looking statement, or to make any other forward-looking statements, whether as a result of new information, future events or otherwise. Accuride does not intend, and assumes no obligation, to update any forward-looking statements. Accuride’s filings with the SEC, including its Annual Report on Form 10-K for the year ended December 31, 2015, its definitive proxy statement for its 2016 Annual Meeting of Stockholders, which was filed with the SEC on March 18, 2016, and recent Quarterly Reports on Form 10-Q and Current Reports on Form 8-K filed with the SEC, are available on the SEC’s website at www.sec.gov.
Important Additional Information
In connection with the proposed transaction, on October 17, 2016, the Company filed with the SEC and sent to its stockholders a definitive proxy statement. INVESTORS OF THE COMPANY ARE URGED TO READ THE DEFINITIVE PROXY STATEMENT AND OTHER RELEVANT MATERIALS CAREFULLY AND IN THEIR ENTIRETY BECAUSE THEY CONTAIN IMPORTANT INFORMATION ABOUT THE COMPANY, ARMOR PARENT CORP., ARMOR MERGER SUB CORP. AND THE PROPOSED TRANSACTION. Investors may obtain a free copy of these materials and other documents filed by the Company with the SEC at the SEC’s website at www.sec.gov, at the Company’s website at www.accuridecorp.com or by sending a written request to the Company at 7140 Office Circle, Evansville, Indiana 47715, Attention: General Counsel and Corporate Secretary.
Participants in the Solicitation
The Company and its directors, executive officers and certain other members of management and employees may be deemed to be participants in soliciting proxies from its stockholders in connection with the proposed transaction. Information regarding the persons who may, under the rules of the SEC, be considered to be participants in the solicitation of the Company’s stockholders in connection with the proposed transaction, as well as any direct or indirect interests such persons may have in the proposed transaction, is set forth in the annual proxy statement for the Company’s 2016 Annual Meeting of Stockholders and the definitive proxy statement filed in connection with the proposed transaction.
Three Months Operating Results
(UNAUDITED)
Three Months Ended September 30,
(Dollars in thousands)
2016
2015
Net Sales:
Wheels
$
90,923
72.6
%
$
101,833
69.9
%
Gunite
34,279
27.4
%
43,823
30.1
%
Total Net Sales from Continuing Operations
$
125,202
100.0
%
$
145,656
100.0
%
Gross Profit from Continuing Operations
$
11,943
9.5
%
$
21,623
14.8
%
Income (Loss) from Continuing Operations:
Wheels
$
4,658
5.1
%
$
13,715
13.5
%
Gunite
3,435
10.0
%
5,061
11.5
%
Corporate / Other
(6,610)
—
(7,658)
—
Consolidated Total
$
1,483
1.2
%
$
11,118
7.6
%
Net Income (Loss) from Continuing Operations – Attributable to Stockholders
$
(6,751)
(5.4)
%
$
5,398
3.7
%
Adjusted EBITDA:
Wheels
$
14,698
16.2
%
$
22,384
22.0
%
Gunite
4,870
14.2
%
6,468
14.8
%
Corporate / Other
(6,051)
—
(7,256)
—
Adjusted EBITDA from Continuing Operations
13,517
10.8
%
21,596
14.8
%
Discontinued Operations
(1,791)
—
(2,443)
—
Consolidated Total
$
11,726
9.4
%
$
19,153
13.1
%
Nine Months Operating Results
(UNAUDITED)
Nine Months Ended September 30,
(Dollars in thousands)
2016
2015
Net Sales:
Wheels
$
300,713
72.1
%
$
324,525
71.6
%
Gunite
116,517
27.9
%
128,569
28.4
%
Total Net Sales from Continuing Operations
$
417,230
100.0
%
$
453,094
100.0
%
Gross Profit from Continuing Operations
$
56,111
13.4
%
$
67,088
14.8
%
Income (Loss) from Continuing Operations:
Wheels
$
30,773
10.2
%
$
44,372
13.7
%
Gunite
13,321
11.4
%
15,140
11.8
%
Corporate / Other
(22,548)
—
(25,668)
—
Consolidated Total
$
21,546
5.2
%
$
33,844
7.5
%
Net Income (Loss) from Continuing Operations – Attributable to Stockholders
$
(2,852)
(0.7)
%
$
10,156
2.2
%
Adjusted EBITDA:
Wheels
$
60,136
20.0
%
$
70,703
21.8
%
Gunite
17,606
15.0
%
19,238
15.0
%
Corporate / Other
(21,416)
—
(24,282)
—
Adjusted EBITDA from Continuing Operations
$
56,326
14.0
%
$
65,659
14.5
%
Discontinued Operations
(5,688)
—
682
0.1
%
Consolidated Total
$
50,638
12.0
%
$
66,341
14.6
%
ACCURIDE CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS)
(UNAUDITED)
Three Months Ended?September 30,
Nine Months Ended?September 30,
(In thousands except per share data)
2016
2015
2016
2015
NET SALES
$
125,202
$
145,656
$
417,230
$
453,094
COST OF GOODS SOLD
113,259
124,033
361,119
386,006
GROSS PROFIT
11,943
21,623
56,111
67,088
OPERATING EXPENSES:
Selling, general and administrative
10,460
10,505
34,565
33,244
INCOME FROM OPERATIONS
1,483
11,118
21,546
33,844
OTHER INCOME (EXPENSE):
Interest expense, net
(8,442)
(8,249)
(25,248)
(24,953)
Other income (loss), net
(9)
(1,142)
582
(2,398)
INCOME (LOSS) BEFORE INCOME TAXES FROM CONTINUING OPERATIONS
(6,968)
1,727
(3,120)
6,493
INCOME TAX EXPENSE (BENEFIT)
410
(3,671)
1,166
(3,663)
INCOME (LOSS) FROM CONTINUING OPERATIONS
(7,378)
5,398
(4,286)
10,156
DISCONTINUED OPERATIONS, NET OF TAX
(21,861)
(3,578)
(28,042)
(2,585)
NET INCOME (LOSS)
(29,239)
1,820
(32,328)
7,571
NET LOSS ATTRIBUTABLE TO NONCONTROLLING INTEREST
(627)
—
(1,434)
—
NET INCOME (LOSS) ATTRIBUTABLE TO STOCKHOLDERS
$
(28,612)
$
1,820
$
(30,894)
$
7,571
OTHER COMPREHENSIVE INCOME (LOSS), NET OF TAX:
Defined benefit plans and foreign currency
(2,128)
(3,259)
(3,182)
15,581
COMPREHENSIVE INCOME (LOSS)
$
(30,740)
$
(1,439)
$
(34,076)
$
23,152
EARNINGS PER SHARE ATTRIBUTABLE TO STOCKHOLDERS
Weighted average common shares outstanding—basic
48,332
48,015
48,247
47,943
Basic income (loss) per share-continuing operations
(0.14)
0.11
(0.06)
0.21
Basic loss per share-discontinued operations
(0.45)
(0.07)
(0.58)
(0.05)
Basic income (loss) per share
$
(0.59)
$
0.04
$
(0.64)
$
0.16
Weighted average common shares outstanding—diluted
48,332
49,422
48,247
48,844
Diluted income (loss) per share-continuing operations
(0.14)
0.11
(0.06)
0.21
Diluted loss per share-discontinued operations
(0.45)
(0.07)
(0.58)
(0.05)
Diluted income (loss) per share
$
(0.59)
$
0.04
$
(0.64)
$
0.16
ACCURIDE CORPORATION
CONSOLIDATED ADJUSTED EBITDA
(UNAUDITED)
Three Months Ended September 30,
(In thousands)
2016
2015
Net income
$
(29,239)
$
1,820
Income tax expense (benefit)
410
(3,671)
Interest expense, net
8,442
8,249
Depreciation and amortization
10,536
10,491
Loss on disposal of discontinued operation
19,280
—
Noncontrolling interest
504
—
Restructuring, severance and other charges1
1,063
476
Other items related to our credit agreement2
730
1,788
Adjusted EBITDA
$
11,726
$
19,153
Note:
1) For the three months ended September 30, 2016, Adjusted EBITDA represents net income before net interest expense, income tax expense, depreciation and amortization, noncontrolling interest in subsidiaries, plus $1.1 million in costs associated with restructuring items. For the three months ended September 30, 2015, Adjusted EBITDA represents net income before net interest expense, income tax benefit, depreciation and amortization, plus $0.5 million in costs associated with restructuring items.
2) Items related to our credit agreement refer to amounts utilized in the calculation of financial covenants in Accuride’s senior credit facility. For the three months ended September 30, 2016, items related to our credit agreement consisted of foreign currency losses/(gains) and other income or expenses of $0.7 million. For the three months ended September 30, 2015, items related to our credit agreement consisted of foreign currency losses/(gains) and other income or expenses of $1.8 million.
Nine Months Ended September 30,
(In thousands)
2016
2015
Net income (loss)
$
(32,328)
$
7,571
Income tax expense (benefit)
1,166
(3,663)
Interest expense, net
25,248
24,953
Depreciation and amortization
32,893
31,500
Loss on disposal of discontinued operation
19,280
—
Noncontrolling interest
1,073
—
Restructuring, severance and other charges1
2,072
1,715
Other items related to our credit agreement2
1,234
4,265
Adjusted EBITDA
$
50,638
$
66,341
Note:
3) For the nine months ended September 30, 2016, Adjusted EBITDA represents net income before net interest expense, income tax expense, depreciation and amortization, noncontrolling interest in subsidiaries, plus $2.1 million in costs associated with restructuring items. For the nine months ended September 30, 2015, Adjusted EBITDA represents net income before net interest expense, income tax benefit, depreciation and amortization, plus $1.7 million in costs associated with restructuring items.
4) Items related to our credit agreement refer to amounts utilized in the calculation of financial covenants in Accuride’s senior credit facility. For the nine months ended September 30, 2016, items related to our credit agreement consisted of foreign currency losses/(gains) and other income or expenses of $1.2 million. For the nine months ended September 30, 2015, items related to our credit agreement consisted of foreign currency losses/(gains) and other income or expenses of $4.3 million.
ACCURIDE CORPORATION
SEGMENT ADJUSTED EBITDA RECONCILIATION
(UNAUDITED)
Three Months Ended September 30, 2016
(In thousands)
Income (loss)?from?Operations
Depreciation and?Amortization
Other
Adjusted?EBITDA
Wheels
$
4,658
$
7,890
$
2,150
$
14,698
Gunite
3,435
1,185
250
4,870
Corporate / Other
(6,610)
711
(152)
(6,051)
Discontinued Operations
(2,530)
750
(11)
(1,791)
Consolidated Total
$
(1,047)
$
10,536
$
2,237
$
11,726
Three Months Ended September 30, 2015
(In thousands)
Income (loss)?from?Operations
Depreciation and?Amortization
Other
Adjusted?EBITDA
Wheels
$
13,715
$
7,469
$
1,200
$
22,384
Gunite
5,061
1,157
250
6,468
Corporate / Other
(7,658)
678
(276)
(7,256)
Discontinued Operations
(3,630)
1,187
—
(2,443)
Consolidated Total
$
7,488
$
10,491
$
1,174
$
19,153
Nine Months Ended September 30, 2016
(In thousands)
Income (loss)?from?Operations
Depreciation and?Amortization
Other
Adjusted?EBITDA
Wheels
$
30,773
$
24,245
$
5,118
$
60,136
Gunite
13,321
3,535
750
17,606
Corporate / Other
(22,548)
2,115
(983)
(21,416)
Discontinued Operations
(8,672)
2,988
(4)
(5,688)
Consolidated Total
$
12,874
$
32,883
$
4,881
$
50,638
Nine Months Ended September 30, 2015
(In thousands)
Income (loss)?from?Operations
Depreciation and?Amortization
Other
Adjusted?EBITDA
Wheels
$
44,372
$
22,731
$
3,600
$
70,703
Gunite
15,140
3,348
750
19,238
Corporate / Other
(25,668)
1,874
(488)
(24,282)
Discontinued Operations
(2,865)
3,547
—
682
Consolidated Total
$
30,979
$
31,500
$
3,862
$
66,341
We define Adjusted EBITDA as our net income or loss before income tax expense or benefit, interest expense, net, depreciation and amortization, noncontrolling interest in subsidiaries, restructuring, severance, and other charges, impairment, and currency losses, net. Adjusted EBITDA has been included because we believe that it is useful for us and our investors to measure our ability to provide cash flows to meet debt service. Adjusted EBITDA should not be considered an alternative to net income (loss) or other traditional indicators of operating performance and cash flows determined in accordance with accounting principles generally accepted in the United States (“GAAP”). We present the table of Adjusted EBITDA because covenants in the agreements governing our material indebtedness contain ratios based on this measure on a quarterly basis. While Adjusted EBITDA is used as a measure of liquidity and the ability to meet debt service requirements, it is not necessarily comparable to other similarly titled captions of other companies due to differences in methods of calculations.
ACCURIDE CORPORATION
CONDENSED CONSOLIDATED BALANCE SHEETS
(UNAUDITED)
September 30,
December 31,
(In thousands)
2016
2015
ASSETS
CURRENT ASSETS:
Cash and cash equivalents
$
26,954
$
29,759
Customer and other receivables
56,383
60,075
Inventories
35,213
41,761
Other current assets
8,180
7,347
Current assets of discontinued operations
—
12,988
Total current assets
126,730
151,930
PROPERTY, PLANT AND EQUIPMENT, net
184,814
194,821
OTHER ASSETS:
Goodwill and other assets
221,674
224,597
Non-current assets of discontinued operations
—
32,271
TOTAL
$
533,218
$
603,619
LIABILITIES AND STOCKHOLDERS’ EQUITY
CURRENT LIABILITIES:
Accounts payable
$
51,089
$
63,870
Short term debt obligations
10,635
10,286
Other current liabilities
26,172
34,690
Current liabilities of discontinued operations
—
13,052
Total current liabilities
87,896
121,898
LONG-TERM DEBT
307,435
304,254
OTHER LIABILITIES
101,009
105,680
NON-CURRENT LIABILITIES OF DISCONTINUED OPERATIONS
—
933
STOCKHOLDERS’ EQUITY:
Total stockholders’ equity
36,878
70,854
TOTAL
$
533,218
$
603,619
http://cts.businesswire.com/ct/CT?id=bwnews&sty=20161101005863r1&sid=acqr7&distro=nx&lang=en
View source version on businesswire.com: http://www.businesswire.com/news/home/20161101005863/en/
Accuride Corporation?Media Relations?Timothy G. Weir, APR, 812-962-5128?Director of Public Affairs, Communications & Marketing?tweir@accuridecorp.com?or?Investor Relations?Todd Taylor, 812-962-5105?Vice President and Treasurer?ttaylor@accuridecorp.com
Source: Accuride Corporation
magicman
10年前
Accuride Mails Letter to Shareholders Highlighting the Significant Benefits of the Crestview Transaction
• Accuride to be Acquired by Crestview Partners for $2.58 Per Share
• The Accuride Board of Directors Recommends Shareholders Vote “FOR” the Value-Creating, All Cash Transaction on the WHITE Proxy Card
• Comments on Coliseum Capital Management Proxy Solicitation
EVANSVILLE, Ind.--(BUSINESS WIRE)-- Accuride Corporation (NYSE:ACW) (“Accuride” or the “Company”) – a leading supplier of components to the North American and European commercial vehicle industries – today announced that it is mailing a letter to shareholders in connection with the Company’s Special Meeting of Shareholders regarding the proposed transaction to be acquired by affiliates of Crestview Partners (“Crestview”).
In the Company’s letter, Accuride highlights that:
• Crestview’s $2.58 per share cash offer is a significant premium to Accuride’s stock price and provides immediate value to shareholders;
• Accuride conducted an extensive process to maximize value, culminating in the proposed Crestview transaction;
• Coliseum is asking shareholders to forego the high-premium Crestview offer, but declined to participate in the “go-shop” process and has not made any proposal to deliver greater value;
• Accuride believes, and Coliseum did not disagree, that an equity capital infusion of at least $100 million, representing approximately 119% of Accuride’s market capitalization as of the last trading day prior to public announcement of the Crestview transaction, would likely be required to refinance the debt capital structure and position the Company to execute its standalone plan;
• The Accuride Board is concerned that, if the Crestview transaction is not approved, there is substantial risk of our share price declining significantly from current levels to below pre-announcement trading levels; and
• If the Crestview transaction is not approved, the Board believes the required equity capital financing will be negotiated from a position of weakness – likely resulting in a transaction that is highly dilutive to shareholders and potentially resulting in a change in control at a price significantly less than $2.58 per share.
Accuride’s Board of Directors serves the interest of ALL shareholders and urges the Company’s shareholders to vote FOR Crestview’s value-creating, significant premium all-cash transaction on the WHITE proxy card today.
The full text of the letter follows:
ACCURIDE SHAREHOLDERS:?VOTE TO APPROVE THE VALUE-CREATING, ALL CASH CRESTVIEW TRANSACTION
YOUR VOTE IS IMPORTANT?CALL (800) 676-0281 TO VOTE THE WHITE PROXY CARD TODAY
October 24, 2016
Dear Accuride shareholder,
On November 15, 2016, Accuride Corporation (“Accuride” or the “Company”) will hold a Special Meeting of Shareholders to vote on the proposed transaction with Crestview Partners (“Crestview”). The Accuride Board of Directors unanimously recommends that Accuride shareholders vote “FOR” the transaction with Crestview on the enclosed WHITE proxy card today.
Please beware – failing to vote has the same effect as a vote against the transaction.
CRESTVIEW’S $2.58 PER SHARE CASH OFFER IS A SIGNIFICANT PREMIUM TO ACCURIDE’S STOCK PRICE?AND PROVIDES IMMEDIATE VALUE TO SHAREHOLDERS
The $2.58 per share all-cash offer, unanimously approved by Accuride’s Board, represents an 86% premium to the 90-day volume weighted average price of Accuride’s stock as of September 1, 2016, the day prior to the announcement of the Crestview transaction. Notably, earlier this year, in February 2016, Accuride’s stock traded as low as $0.77 per share—Crestview’s offer represents a 233% premium to that price.
ACCURIDE CONDUCTED AN EXTENSIVE PROCESS TO MAXIMIZE VALUE,?CULMINATING IN THE PROPOSED CRESTVIEW TRANSACTION
For over a year, Accuride’s Board evaluated all of the Company’s strategic alternatives, including the merits of continuing to operate on a standalone basis. The Crestview transaction was the result of an extensive process during which more than 60 unique strategic and financial parties (including Coliseum) were approached. This process began in 2014, culminating in a 35-day “go-shop” period after signing the Crestview transaction. The “go-shop” period expired on October 7, 2016, and no party, including Coliseum, submitted an alternative acquisition proposal. After conducting this thorough process, the Accuride Board believes the proposed Crestview transaction is the best strategic alternative to generate value for the Company’s shareholders.
COLISEUM IS ASKING SHAREHOLDERS TO FOREGO THE HIGH-PREMIUM CRESTVIEW OFFER, BUT DECLINED?TO PARTICIPATE IN THE “GO-SHOP” PROCESS AND HAS NOT MADE ANY PROPOSAL TO DELIVER GREATER?VALUE
As you may be aware, Coliseum Capital Management, LLC (“Coliseum”) has announced that it intends to solicit votes against the Crestview transaction. Coliseum was invited to participate in the “go-shop” process and declined to do so. Representatives of Accuride’s Board of Directors and management team met with Coliseum representatives on the morning of October 21, 2016, with the goal of better understanding Coliseum’s perspective and proposed strategy. In the meeting, Accuride indicated its serious concern that the ideas mentioned by Coliseum (for example, a rights offering that is supported by Coliseum) are likely to be highly dilutive to shareholders and may result in Coliseum acquiring control of Accuride without paying a control premium.
Coliseum did not present and has never presented a proposal to the Accuride Board, nor has Coliseum provided any financing commitment that shareholders can rely upon as a viable alternative to the high-premium Crestview offer.
THE INDUSTRY CONTINUES TO FACE SIGNIFICANT CHALLENGES
The North American commercial vehicle industry is experiencing an extended period of uncertainty and decline. In evaluating the Company’s options, Accuride’s Board examined the current and expected market conditions and observed a continuing downward trend with no certainty as to the timing or strength of an upturn. The cyclical dynamics over the past two months have been even more challenging than anticipated and Class 8 build forecasts continue to be revised downward, with weakness in build levels expected to continue into 2017. Additionally, the Trailer market appears to be starting its cyclical decline following a 2015 peak and could be headed for a sustained trough as transportation companies have recently substantially replaced their trailer fleets. Competitive dynamics in the marketplace are compounding these demand challenges, as low-cost country-sourced wheel and wheel-end products continue to pressure Accuride’s market share and profitability in certain products and end-markets.
ACCURIDE PROVIDES PRELIMINARY THIRD QUARTER 2016 RESULTS AND REVISES DOWNWARD FULL-YEAR?2016 GUIDANCE
Given the significant industry headwinds outlined above, on October 17, 2016, Accuride announced preliminary unaudited results from continuing operations, which indicate that revenue for the third quarter 2016 is expected to be approximately $125 million, compared with $145.6 million in the third quarter 2015. Accuride expects Adjusted EBITDA in the third quarter 2016 to be in the range of $13 million to $14 million, compared with $21.6 million in the same quarter last year.
Accuride expects 2016 revenue from continuing operations to be in the range of $535 million to $545 million, with Adjusted EBITDA to be $68 million to $72 million. Free Cash Flow is expected to be $2 million to $6 million, excluding approximately $10 million of negative Free Cash Flow related to Brillion prior to its divestiture.
While we are working diligently to cut costs and enhance operational efficiencies, our financial performance is significantly impacted by conditions in our key end markets, which are beyond our control.
THE ACCURIDE BOARD IS CONCERNED THAT, IF THE CRESTVIEW TRANSACTION IS NOT APPROVED, THE?COMPANY’S SHARE PRICE COULD DECLINE SUBSTANTIALLY FROM CURRENT LEVELS
Prior to the announcement of the Crestview transaction, the last closing price for Accuride shares on September 1, 2016 was $1.66 per share. Since that time, the end market conditions and the Company’s outlook have both worsened, leading Accuride to publicly announce lower guidance for full year 2016 financial results, and creating additional uncertainty regarding the Company’s standalone plan in the absence of a significant equity infusion and successful refinancing of the Company’s debt capital structure. Further, Accuride’s extensive outreach to financial and strategic parties during the go-shop process failed to generate any alternative acquisition proposal, let alone a proposal that is superior to the high premium Crestview offer. In addition, there could be meaningful selling pressure on Accuride’s stock if the Crestview transaction is not approved, as arbitrageurs and other short term shareholders seek to exit their positions and our shareholder base returns to a more traditional composition. Based upon these factors, Accuride’s Board is concerned that, if the Crestview transaction is not approved, there is substantial risk of our share price declining significantly from current levels to below pre-announcement trading levels.
ACCURIDE BELIEVES, AND COLISEUM DID NOT DISAGREE, THAT AN EQUITY CAPITAL INFUSION OF AT?LEAST $100 MILLION WOULD LIKELY BE REQUIRED TO REFINANCE THE DEBT CAPITAL STRUCTURE AND?POSITION THE COMPANY TO EXECUTE ITS STANDALONE PLAN
Given current industry and financing market conditions, Accuride believes it would require a significant equity investment to refinance its capital structure on reasonable terms and be positioned to execute against its standalone plan, which would leave little, if any, capital to pursue incremental growth initiatives. Accuride’s Board believes, after consultation with its financial advisor, that the minimum equity investment required to refinance the capital structure on reasonable terms as a public company is $100 million. At the October 21, 2016 meeting, notwithstanding its public assertion that a “modest” capital raise would be sufficient, Coliseum representatives did not disagree with Accuride’s view that an equity capital infusion of at least $100 million would likely be required to refinance the capital structure and execute on a standalone plan. If this equity investment of $100 million were to be priced at the last pre-announcement trading share price of $1.66 (as an example), it would represent approximately 119% of Accuride's market capitalization.
IF THE CRESTVIEW TRANSACTION IS NOT APPROVED, ACCURIDE’S BOARD BELIEVES THE REQUIRED?EQUITY CAPITAL FINANCING WILL BE NEGOTIATED FROM A POSITION OF WEAKNESS – LIKELY RESULTING?IN A TRANSACTION THAT IS HIGHLY DILUTIVE TO SHAREHOLDERS AND POTENTIALLY RESULTING IN A?CHANGE IN CONTROL AT A PRICE SIGNIFICANTLY LESS THAN $2.58 PER SHARE
Issuing equity at share price levels that are at or below pre-announcement trading levels would be highly dilutive to those shareholders that are not willing or able to participate. In the absence of a committed alternative, if the Crestview transaction is not approved, Accuride would expect to seek a near-term equity capital infusion of at least $100 million to refinance its capital structure and execute on a standalone basis. This capital infusion would likely need to occur quickly, in light of both the August 2018 maturity date of the notes and the continued strain on the Company’s free cash flow generation. Although the Accuride Board would seek to negotiate the best transaction then available for the Company and its shareholders, it may be difficult to complete a transaction in a timely manner, if at all, and Accuride is currently not aware of any investors other than Coliseum that may be interested in making an equity infusion in Accuride as a public company. As such, if the Crestview transaction is not approved and alternative equity financing sources are not identified, Accuride’s Board expects to negotiate an equity capital investment from a position of weakness, on terms dictated by Coliseum (if they even choose to make an investment at all).
If, for example, this equity capital infusion takes the form of a rights offering backstopped by Coliseum, at a price level significantly below the $2.58 per share consideration offered in the Crestview transaction, existing shareholders that do not participate in the rights offering are likely to suffer substantial dilution, with Coliseum acquiring control of the Company without having paid a control premium.
VOTE “FOR” THE CRESTVIEW TRANSACTION?ON THE WHITE PROXY CARD TODAY
Our proposed acquisition by Crestview provides Accuride shareholders with a substantial premium and immediate cash value for their shares and eliminates the significant business and capital structure risks associated with executing against a standalone plan.
Accuride’s Board believes the proposed Crestview transaction maximizes the value of your investment and unanimously recommends that you vote to approve it. Your vote is important, no matter how many shares you own. Shareholders may vote by following the instructions on the enclosed WHITE proxy card, or, if your shares are held in "street name" through a broker, bank or nominee, by instructing your broker, bank or nominee on how to vote your shares using the voting instruction form furnished by your broker, bank or nominee.
Please take a moment to vote “FOR” the merger with Crestview TODAY.
Thank you for your support.
Sincerely,
John W. Risner?Chairman
Richard F. Dauch?President and Chief Executive Officer
If you have questions or need assistance voting your shares please contact:
Georgeson LLC?1290 Avenue of the Americas, 9th Floor?New York, NY 10104
Shareholders call toll-free: (800) 676-0281
Additional Information About the Acquisition and Where to Find It
Accuride filed a definitive proxy statement and related materials with the Securities and Exchange Commission (“SEC”) on October 17, 2016 for its special meeting of shareholders in connection with the proposed merger contemplated by the Agreement and Plan of Merger, dated September 2, 2016, by and among the Company, Armor Parent Corp. and Armor Merger Sub Corp. (such merger, the “proposed transaction” and such agreement, the “Merger Agreement”). The definitive proxy statement was first mailed to shareholders of Accuride on or about October 17, 2016. The definitive proxy statement contains important information about the proposed transaction and related matters. INVESTORS OF ACCURIDE ARE URGED TO READ THE DEFINITIVE PROXY STATEMENT AND OTHER RELEVANT MATERIALS CAREFULLY AND IN THEIR ENTIRETY BECAUSE THEY CONTAIN IMPORTANT INFORMATION ABOUT ACCURIDE, ARMOR PARENT CORP., ARMOR MERGER SUB CORP. AND THE PROPOSED TRANSACTION. Investors may obtain a free copy of these materials and other documents filed by Accuride with the SEC at the SEC’s website at www.sec.gov, at Accuride’s website at www.accuridecorp.com or by sending a written request to Accuride at 7140 Office Circle, Evansville, Indiana 47715, Attention: General Counsel and Corporate Secretary.
Participants in the Solicitation
Accuride and its directors, executive officers and certain other members of management and employees may be deemed to be participants in soliciting proxies from its shareholders in connection with the proposed transaction. Information regarding the persons who may, under the rules of the SEC, be considered to be participants in the solicitation of Accuride’s shareholders in connection with the proposed transaction is set forth in Accuride’s definitive proxy statement for its special shareholder meeting, which was filed on October 17, 2016. Additional information regarding these individuals and any direct or indirect interests they may have in the proposed transaction is set forth in the definitive proxy statement. Information relating to the foregoing can also be found in Accuride’s definitive proxy statement for its 2016 Annual Meeting of Shareholders (the “2016 Proxy Statement”), which was filed with the SEC on March 18, 2016. To the extent that holdings of Accuride’s securities have changed since the amounts set forth in the 2016 Proxy Statement, such changes have been or will be reflected on Statements of Change in Ownership on Form 4 filed with the SEC.
Forward-Looking Statements
Certain statements contained in this document may be considered forward-looking statements within the meaning of the U.S. securities laws, including Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, including statements regarding the proposed transaction and the ability to consummate the proposed transaction. These forward-looking statements generally include statements that are predictive in nature and depend upon or refer to future events or conditions, and include words such as “believes,” “plans,” “anticipates,” “projects,” “estimates,” “expects,” “intends,” “strategy,” “future,” “opportunity,” “may,” “will,” “should,” “could,” “potential,” or similar expressions. Statements that are not historical facts are forward-looking statements. Forward-looking statements are based on current beliefs and assumptions that are subject to risks and uncertainties. Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date they are made. Actual results could differ materially from those contained in any forward-looking statement as a result of various factors, including, without limitation: (1) Accuride may be unable to obtain shareholder approval for the proposed transaction; (2) the conditions to the closing of the proposed transaction may not be satisfied and required regulatory approvals may not be obtained; (3) the proposed transaction may involve unexpected costs, liabilities or delays; (4) the business of Accuride may suffer as a result of uncertainty surrounding the proposed transaction; (5) the outcome of any legal proceedings related to the proposed transaction; (6) Accuride may be adversely affected by other economic, business, legislative, regulatory and/or competitive factors; (7) the occurrence of any event, change or other circumstances that could give rise to the termination of the Merger Agreement; (8) risks that the proposed transaction disrupts current plans and operations and the potential difficulties in employee retention as a result of the proposed transaction; (9) the failure by Armor Parent Corp. or Armor Merger Sub Corp. to obtain the necessary debt and equity financing arrangements set forth in the commitment letters received in connection with the proposed transaction; and (10) other risks to consummation of the proposed transaction, including the risk that the proposed transaction will not be consummated within the expected time period or at all. If the proposed transaction is consummated, Accuride’s shareholders will cease to have any equity interest in Accuride and will have no right to participate in its earnings and future growth. The foregoing review of important factors that could cause actual results to differ from expectations should not be construed as exhaustive and should be read in conjunction with statements that are included herein and elsewhere, including Accuride’s filings with the SEC, including its Annual Report on Form 10-K for the year ended December 31, 2015, the 2016 Proxy Statement, the definitive proxy statement filed in connection with the proposed transaction and recent Quarterly Reports on Form 10-Q and Current Reports on Form 8-K filed with the SEC, which are available on the SEC’s website at www.sec.gov. Except as required by applicable law, Accuride undertakes no obligation to update any forward-looking statement, or to make any other forward-looking statements, whether as a result of new information, future events or otherwise. Accuride does not intend, and assumes no obligation, to update any forward-looking statements. Accuride’s filings with the SEC, including its Annual Report on Form 10-K for the year ended December 31, 2015, the 2016 Proxy Statement, the definitive proxy statement filed in connection with the proposed transaction and recent Quarterly Reports on Form 10-Q and Current Reports on Form 8-K filed with the SEC, which are available on the SEC’s website at www.sec.gov.
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ACCURIDE?MEDIA RELATIONS?Timothy G. Weir, APR, 812-962-5128?Director of Public Affairs, Communications & Marketing?tweir@accuridecorp.com?or?INVESTOR RELATIONS?Todd Taylor, 812-962-5105?Vice President and Treasurer?ttaylor@accuridecorp.com?or?JOELE FRANK, WILKINSON BRIMMER KATCHER?Dan Katcher, Jim Golden or Priscila Roney?212-355-4449
Source: Accuride Corporation
magicman
10年前
Accuride Files Definitive Proxy Materials and Mails Letter to Shareholders
• Accuride to be Acquired by Crestview Partners for $2.58 Per Share
• The Accuride Board of Directors Recommends Shareholders Vote “FOR” the Transaction
EVANSVILLE, Ind.--(BUSINESS WIRE)-- Accuride Corporation (NYSE:ACW) (“Accuride” or the “Company”) – a leading supplier of components to the North American and European commercial vehicle industries – today announced that it has filed its definitive proxy materials with the U.S. Securities and Exchange Commission in connection with the Company’s Special Meeting of Shareholders (the “Special Meeting”) to vote on the transaction with affiliates of Crestview Partners (“Crestview”).
The Special Meeting is scheduled for November 15, 2016. Shareholders of record as of October 10, 2016 will be entitled to vote at the Special Meeting.
As previously announced on September 2, 2016, Accuride signed a definitive agreement to be acquired by affiliates of Crestview, a leading private equity firm, for $2.58 per share in cash. The Accuride Board of Directors unanimously recommends that shareholders vote “FOR” the proposed merger on the proxy card today.
In connection with the filing and mailing of its definitive proxy statement, Accuride is mailing a letter to shareholders detailing the value of the Crestview transaction for shareholders. In its letter, Accuride highlights that:
• Accuride shareholders will receive a substantial premium and immediate and certain cash value for their shares;
• The Crestview transaction is the outcome of a lengthy, thorough and comprehensive strategic alternatives review; and
• The Crestview transaction eliminates standalone risk during a period of ongoing challenges in the North American commercial vehicle industry.
The full text of the letter follows:
YOUR VOTE REQUIRED:?ACCURIDE TO BE ACQUIRED BY CRESTVIEW PARTNERS FOR $2.58 PER SHARE
THE ACCURIDE BOARD OF DIRECTORS RECOMMENDS SHAREHOLDERS?VOTE FOR THE TRANSACTION TODAY
SPECIAL MEETING TO BE HELD ON NOVEMBER 15, 2016
October 17, 2016
Dear Accuride shareholders,
As you know, on September 2, 2016, Accuride Corporation (“Accuride” or the “Company”) announced it had signed a definitive agreement to be acquired by affiliates of Crestview Partners (“Crestview”), a leading private equity firm, for $2.58 per share in cash.
Having conducted a lengthy and thorough process to evaluate strategic alternatives reasonably available for the Company, the Accuride Board of Directors unanimously determined that the Crestview proposal offered certain, compelling and immediate value to our shareholders.
You are asked to vote to APPROVE this value-creating transaction on November 15, 2016. Your Board unanimously recommends a vote “FOR” the proposed merger on the enclosed proxy card today.
ACCURIDE SHAREHOLDERS RECEIVE A SUBSTANTIAL PREMIUM AND?IMMEDIATE AND CERTAIN CASH VALUE FOR THEIR SHARES
In an otherwise challenging operating environment, Accuride is pleased to present to its shareholders an opportunity to exchange their shares for certain cash value:
• The $2.58 per share all-cash offer represents an 86% premium to the 90-day average volume weighted average price over Accuride’s closing stock price on September 1, 2016.
• As recently as February 2016, Accuride stock traded at $0.77 per share, which comparatively represents a premium of 233%.
THE CRESTVIEW TRANSACTION IS THE OUTCOME OF A?THOROUGH AND COMPREHENSIVE STRATEGIC ALTERNATIVES REVIEW
Prior to reaching an agreement with Crestview, your Board ran a lengthy and thorough strategic alternatives review process, during which it engaged in discussions with multiple strategic and financial parties and evaluated opportunities to refinance Accuride’s $310 million in outstanding high-interest debt that matures in August 2018.
After considering the available alternatives to Crestview’s offer, as well as the opportunities and challenges associated with refinancing the Company’s outstanding debt and proceeding as a standalone business, your Board unanimously concluded that the proposed transaction with Crestview is in the best interests of Accuride shareholders.
In reaching the agreement with Crestview, and in line with its commitment to maximizing value, the Accuride Board negotiated a 35-day “go shop” period to solicit alternative proposals. During this period, the Board, with the assistance of its financial advisor, solicited alternative proposals from 59 potential acquirers, including Coliseum Capital Management. However, no alternative proposal was received.
THE CRESTVIEW TRANSACTION ELIMINATES STANDALONE RISK DURING A PERIOD OF ONGOING CHALLENGES FOR THE INDUSTRY
This is a particularly challenging time in the highly cyclical North American commercial vehicle industry, and Accuride’s financial performance in recent periods unfortunately has been influenced by these industry dynamics, despite continued strong operational execution. Indeed, the most important end markets for Accuride’s products are facing ongoing challenges.
• The Class 8 truck cycle trough has proved to be deeper and more difficult than industry forecasts had previously suggested: Class 8 vehicle production forecasts continue to be revised downward; ACT Research’s October 2016 North America Commercial Vehicle Outlook forecasts that Class 8 vehicle production in 2016 will be 30% below 2015 levels; and The timing and strength of an upturn in the Class 8 market remains unclear, and management believes that this challenging market environment will continue into 2017.
• The commercial vehicle trailer market appears to be starting its cyclical decline off of sustained multi-year highs, and could be headed for a sustained trough as transportation companies have substantially replaced their trailer fleets.
Competitive dynamics in the marketplace are compounding these demand challenges, as low-cost country-sourced wheel and wheel-end products continue to pressure our share and profitability in certain products and end-markets.
While your Board and leadership team are working hard to remain nimble in the face of these challenges by further reducing costs and driving efficiencies, managing through the downturn while refinancing the Company’s debt would involve substantial risks and would be difficult and costly to execute. Refinancing the debt capital structure on terms less attractive than current terms would significantly impair cash flow generation. As well, Accuride has currently and would continue to have very limited capital available to pursue growth initiatives.
The Board believes that Accuride would require a substantial equity investment to both refinance our capital structure on sustainable terms with lower leverage and to execute against a standalone plan. In the current public company context, any substantial equity investment is likely to be highly dilutive to non-participating shareholders and may result in a sale of control (or effective control) of the Company without the payment of an appropriate control premium. Moreover, given the current challenges faced by the Company in light of the highly cyclical North American commercial vehicle industry, it may be difficult to complete such an equity investment in a timely manner, or at all, and this could have a significant negative impact on the ability to refinance the Company’s debt.
Your Board and leadership team have worked diligently over the past years to create a strong, enduring business platform at Accuride. The steep downturn in the Class 8 market (and earlier the oil & gas end markets impacting the recently divested Brillion division) has unfortunately put a significant strain on our capital structure and standalone business plan. Notwithstanding these ongoing challenges, we secured the proposed acquisition offer at a substantial premium which compensates our shareholders for the long-term value of Accuride, including its value as a business platform and its growth opportunities.
VOTE “FOR” THE PROPOSED MERGER TODAY
Our proposed acquisition by Crestview provides Accuride shareholders with a substantial premium and immediate and certain cash value for their shares and eliminates the significant business and capital structure risks associated with executing against a standalone plan.
Your Board believes the proposed Crestview acquisition maximizes the value of your investment and unanimously recommends that you vote to approve it. Failing to vote has the same effect as a vote against the transaction. Your vote is important, no matter how many shares you own. Shareholders may vote by following the instructions on the enclosed proxy card, or, if your shares are held in ‘‘street name’’ through a broker, bank or nominee, by instructing your broker, bank or nominee on how to vote your shares using the voting instruction form furnished by your broker, bank or nominee.
Please take a moment to vote “FOR” the merger with Crestview TODAY by signing and returning the enclosed proxy card in the postage-paid envelope provided, or, if your shares are held in ‘‘street name’’ through a broker, bank or nominee, by instructing your broker, bank or nominee on how to vote your shares using the voting instruction form furnished by your broker, bank or nominee.
Thank you for your support.
Sincerely,
John W. Risner?Chairman
Richard F. Dauch?President and Chief Executive Officer
If you have questions or need assistance voting your shares please contact:
Georgeson LLC?1290 Avenue of the Americas, 9th Floor?New York, NY 10104
Stockholders call toll-free: (800) 676-0281
About Accuride Corporation
With headquarters in Evansville, Ind., USA, Accuride Corporation is a leading supplier of components to the North American and European commercial vehicle industries. The company’s products include commercial vehicle wheels and wheel-end components and assemblies. The company’s products are marketed under its brand names, which include Accuride®, Accuride Wheel End Solutions™, Gunite® and Gianetti Ruote™. Accuride’s common stock trades on the New York Stock Exchange under the ticker symbol ACW. For more information:www.AccurideCorp.com.
Additional Information About the Acquisition and Where to Find It
Accuride filed a definitive proxy statement and related materials with the Securities and Exchange Commission (“SEC”) on October 17, 2016 for its special meeting of shareholders in connection with the proposed merger contemplated by the Agreement and Plan of Merger, dated September 2, 2016, by and among the Company, Armor Parent Corp. and Armor Merger Sub Corp. (such merger, the “proposed transaction” and such agreement, the “Merger Agreement”). The definitive proxy statement will be mailed to shareholders of Accuride on or about October 17, 2016. The definitive proxy statement contains important information about the proposed transaction and related matters. INVESTORS OF ACCURIDE ARE URGED TO READ THE DEFINITIVE PROXY STATEMENT AND OTHER RELEVANT MATERIALS CAREFULLY AND IN THEIR ENTIRETY BECAUSE THEY CONTAIN IMPORTANT INFORMATION ABOUT ACCURIDE, ARMOR PARENT CORP., ARMOR MERGER SUB CORP. AND THE PROPOSED TRANSACTION. Investors may obtain a free copy of these materials and other documents filed by Accuride with the SEC at the SEC’s website at www.sec.gov, at Accuride’s website at www.accuridecorp.com or by sending a written request to Accuride at 7140 Office Circle, Evansville, Indiana 47715, Attention: General Counsel and Corporate Secretary.
Participants in the Solicitation
Accuride and its directors, executive officers and certain other members of management and employees may be deemed to be participants in soliciting proxies from its shareholders in connection with the proposed transaction. Information regarding the persons who may, under the rules of the SEC, be considered to be participants in the solicitation of Accuride’s shareholders in connection with the proposed transaction is set forth in Accuride’s definitive proxy statement for its special shareholder meeting, which was filed on October 17, 2016. Additional information regarding these individuals and any direct or indirect interests they may have in the proposed transaction is set forth in the definitive proxy statement. Information relating to the foregoing can also be found in Accuride’s definitive proxy statement for its 2016 Annual Meeting of Shareholders (the “2016 Proxy Statement”), which was filed with the SEC on March 18, 2016. To the extent that holdings of Accuride’s securities have changed since the amounts set forth in the 2016 Proxy Statement, such changes have been or will be reflected on Statements of Change in Ownership on Form 4 filed with the SEC.
Forward-Looking Statements
Certain statements contained in this document may be considered forward-looking statements within the meaning of the U.S. securities laws, including Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, including statements regarding the proposed transaction and the ability to consummate the proposed transaction. These forward-looking statements generally include statements that are predictive in nature and depend upon or refer to future events or conditions, and include words such as “believes,” “plans,” “anticipates,” “projects,” “estimates,” “expects,” “intends,” “strategy,” “future,” “opportunity,” “may,” “will,” “should,” “could,” “potential,” or similar expressions. Statements that are not historical facts are forward-looking statements. Forward-looking statements are based on current beliefs and assumptions that are subject to risks and uncertainties. Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date they are made. Actual results could differ materially from those contained in any forward-looking statement as a result of various factors, including, without limitation: (1) Accuride may be unable to obtain shareholder approval for the proposed transaction; (2) the conditions to the closing of the proposed transaction may not be satisfied and required regulatory approvals may not be obtained; (3) the proposed transaction may involve unexpected costs, liabilities or delays; (4) the business of Accuride may suffer as a result of uncertainty surrounding the proposed transaction; (5) the outcome of any legal proceedings related to the proposed transaction; (6) Accuride may be adversely affected by other economic, business, legislative, regulatory and/or competitive factors; (7) the occurrence of any event, change or other circumstances that could give rise to the termination of the Merger Agreement; (8) risks that the proposed transaction disrupts current plans and operations and the potential difficulties in employee retention as a result of the proposed transaction; (9) the failure by Armor Parent Corp. or Armor Merger Sub Corp. to obtain the necessary debt and equity financing arrangements set forth in the commitment letters received in connection with the proposed transaction; and (10) other risks to consummation of the proposed transaction, including the risk that the proposed transaction will not be consummated within the expected time period or at all. If the proposed transaction is consummated, Accuride’s shareholders will cease to have any equity interest in Accuride and will have no right to participate in its earnings and future growth. The foregoing review of important factors that could cause actual results to differ from expectations should not be construed as exhaustive and should be read in conjunction with statements that are included herein and elsewhere, including Accuride’s filings with the SEC, including its Annual Report on Form 10-K for the year ended December 31, 2015 and recent Quarterly Reports on Form 10-Q and Current Reports on Form 8-K filed with the SEC, which are available on the SEC’s website at www.sec.gov. Except as required by applicable law, Accuride undertakes no obligation to update any forward-looking statement, or to make any other forward-looking statements, whether as a result of new information, future events or otherwise. Accuride does not intend, and assumes no obligation, to update any forward-looking statements. Accuride’s filings with the SEC, including its Annual Report on Form 10-K for the year ended December 31, 2015, the 2016 Proxy Statement and recent Quarterly Reports on Form 10-Q and Current Reports on Form 8-K filed with the SEC, which are available on the SEC’s website at www.sec.gov
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View source version on businesswire.com: http://www.businesswire.com/news/home/20161017005589/en/
ACCURIDE?MEDIA RELATIONS?Timothy G. Weir, APR, 812-962-5128?Director of Public Affairs, Communications & Marketing?tweir@accuridecorp.com?or?INVESTOR RELATIONS?Todd Taylor, 812-962-5105?Vice President and Treasurer?ttaylor@accuridecorp.com?or?JOELE FRANK, WILKINSON BRIMMER KATCHER?Dan Katcher, Jim Golden or Priscila Roney?212-355-4449
Source: Accuride Corporation
© Copyright Business Wire 2016
magicman
10年前
Accuride Corporation Announces Preliminary Third Quarter 2016 Results
• Revises Downward Full-Year 2016 Revenue and Adjusted EBITDA Guidance
EVANSVILLE, Ind.--(BUSINESS WIRE)-- Accuride Corporation (NYSE:ACW) (“Accuride” or the “Company”) – a leading supplier of components to the North American and European commercial vehicle industries – today issued preliminary results for the third quarter ended September 30, 2016, and revised its full-year 2016 Revenue, Adjusted EBITDA and Free Cash Flow guidance. The preliminary results and revised 2016 guidance exclude the results of the recently divested Brillion Iron Works business.
Commenting on Accuride’s preliminary third quarter 2016 results and the revision of its guidance for full-year 2016, President and CEO Rick Dauch said, “This continues to be a challenging time for the North American commercial vehicle industry. The negative impact of this cyclical downturn on demand for aluminum wheels and softness in the aftermarket for Gunite’s products has been more significant than anticipated. While our leadership team proactively took aggressive actions earlier this year to lower our costs in response to these headwinds, forecasted industry volumes continued to be revised downward for the second half of the year and we believe that this challenging market environment will continue into 2017.”
Preliminary Third Quarter 2016 Results
Accuride’s preliminary unaudited results from continuing operations indicate that revenue for the third quarter 2016 is expected to be approximately $125 million, compared with $145.6 million in the third quarter 2015. Accuride expects Adjusted EBITDA in the third quarter 2016 to be in the range of $13 million to $14 million, compared with $21.6 million in the same quarter last year.
The third quarter 2016 results described in this release are preliminary, and the Company has not completed its full review of interim financial information for the third quarter ended September 30, 2016.
2016 Guidance
Accuride expects 2016 revenue from continuing operations to be in the range of $535 million to $545 million, with Adjusted EBITDA to be $68 million to $72 million. Free Cash Flow is expected to be $2 million to $6 million, excluding approximately $10 million of negative Free Cash Flow related to Brillion prior to its divestiture.
Adjusted EBITDA is defined as net income or loss before income tax expense or benefit, interest expense, net, depreciation and amortization, noncontrolling interest in subsidiaries, restructuring, severance and other charges, impairment and currency losses, net. Free Cash Flow is defined as cash from operations less purchase of plant, property and equipment. Adjusted EBITDA and Free Cash Flow should not be considered alternatives to net income (loss), cash from operations or other traditional indicators of operating performance and cash flows determined in accordance with accounting principles generally accepted in the United States.
About Accuride Corporation
With headquarters in Evansville, Ind., USA, Accuride Corporation is a leading supplier of components to the North American and European commercial vehicle industries. The company’s products include commercial vehicle wheels and wheel-end components and assemblies. The company’s products are marketed under its brand names, which include Accuride®, Accuride Wheel End Solutions™, Gunite® and Gianetti Ruote™. Accuride’s common stock trades on the New York Stock Exchange under the ticker symbol ACW. For more information:www.AccurideCorp.com.
Forward-Looking Statements
Certain statements contained in this document may be considered forward-looking statements within the meaning of the U.S. securities laws, including Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, including statements regarding Accuride’s preliminary third quarter 2016 results and expected full year 2016 financial results and the proposed merger contemplated by the Agreement and Plan of Merger, dated September 2, 2016, by and among the Company, Armor Parent Corp. and Armor Merger Sub Corp. (such merger, the “proposed transaction” and such agreement, the “Merger Agreement”)and the ability to consummate the proposed transaction. These forward-looking statements generally include statements that are predictive in nature and depend upon or refer to future events or conditions, and include words such as “believes,” “plans,” “anticipates,” “projects,” “estimates,” “expects,” “intends,” “strategy,” “future,” “opportunity,” “may,” “will,” “should,” “could,” “potential,” or similar expressions. Statements that are not historical facts are forward-looking statements. Forward-looking statements are based on current beliefs and assumptions that are subject to risks and uncertainties. Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date they are made. Actual results could differ materially from those contained in any forward-looking statement as a result of various factors, including, without limitation: (1) Accuride may be unable to obtain shareholder approval for the proposed transaction; (2) the conditions to the closing of the proposed transaction may not be satisfied and required regulatory approvals may not be obtained; (3) the proposed transaction may involve unexpected costs, liabilities or delays; (4) the business of Accuride may suffer as a result of uncertainty surrounding the proposed transaction; (5) the outcome of any legal proceedings related to the proposed transaction; (6) Accuride may be adversely affected by other economic, business, legislative, regulatory and/or competitive factors; (7) the occurrence of any event, change or other circumstances that could give rise to the termination of the Merger Agreement; (8) risks that the proposed transaction disrupts current plans and operations and the potential difficulties in employee retention as a result of the proposed transaction; (9) the failure by Armor Parent Corp. or Armor Merger Sub Corp. to obtain the necessary debt and equity financing arrangements set forth in the commitment letters received in connection with the proposed transaction; and (10) other risks to consummation of the proposed transaction, including the risk that the proposed transaction will not be consummated within the expected time period or at all. If the proposed transaction is consummated, Accuride’s shareholders will cease to have any equity interest in Accuride and will have no right to participate in its earnings and future growth. The foregoing review of important factors that could cause actual results to differ from expectations should not be construed as exhaustive and should be read in conjunction with statements that are included herein and elsewhere, including Accuride’s filings with the Securities and Exchange Commission (the “SEC”), including its Annual Report on Form 10-K for the year ended December 31, 2015 and recent Quarterly Reports on Form 10-Q and Current Reports on Form 8-K filed with the SEC, which are available on the SEC’s website at www.sec.gov. Except as required by applicable law, Accuride undertakes no obligation to update any forward-looking statement, or to make any other forward-looking statements, whether as a result of new information, future events or otherwise. Accuride does not intend, and assumes no obligation, to update any forward-looking statements. Accuride’s filings with the SEC, including its Annual Report on Form 10-K for the year ended December 31, 2015, its definitive proxy statement for its 2016 Annual Meeting of Stockholders, which was filed with the SEC on March 18, 2016, and recent Quarterly Reports on Form 10-Q and Current Reports on Form 8-K filed with the SEC, are available on the SEC’s website at www.sec.gov.
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Accuride Corporation?MEDIA RELATIONS?Timothy G. Weir, APR, 812-962-5128?Director of Public Affairs, Communications & Marketing?tweir@accuridecorp.com?or?INVESTOR RELATIONS?Todd Taylor, 812-962-5105?Vice President and Treasurer?ttaylor@accuridecorp.com
Source: Accuride Corporation
© Copyright Business Wire 2016
magicman
10年前
Accuride Corporation Announces Preliminary Third Quarter 2016 Results
• Revises Downward Full-Year 2016 Revenue and Adjusted EBITDA Guidance
EVANSVILLE, Ind.--(BUSINESS WIRE)-- Accuride Corporation (NYSE:ACW) (“Accuride” or the “Company”) – a leading supplier of components to the North American and European commercial vehicle industries – today issued preliminary results for the third quarter ended September 30, 2016, and revised its full-year 2016 Revenue, Adjusted EBITDA and Free Cash Flow guidance. The preliminary results and revised 2016 guidance exclude the results of the recently divested Brillion Iron Works business.
Commenting on Accuride’s preliminary third quarter 2016 results and the revision of its guidance for full-year 2016, President and CEO Rick Dauch said, “This continues to be a challenging time for the North American commercial vehicle industry. The negative impact of this cyclical downturn on demand for aluminum wheels and softness in the aftermarket for Gunite’s products has been more significant than anticipated. While our leadership team proactively took aggressive actions earlier this year to lower our costs in response to these headwinds, forecasted industry volumes continued to be revised downward for the second half of the year and we believe that this challenging market environment will continue into 2017.”
Preliminary Third Quarter 2016 Results
Accuride’s preliminary unaudited results from continuing operations indicate that revenue for the third quarter 2016 is expected to be approximately $125 million, compared with $145.6 million in the third quarter 2015. Accuride expects Adjusted EBITDA in the third quarter 2016 to be in the range of $13 million to $14 million, compared with $21.6 million in the same quarter last year.
The third quarter 2016 results described in this release are preliminary, and the Company has not completed its full review of interim financial information for the third quarter ended September 30, 2016.
2016 Guidance
Accuride expects 2016 revenue from continuing operations to be in the range of $535 million to $545 million, with Adjusted EBITDA to be $68 million to $72 million. Free Cash Flow is expected to be $2 million to $6 million, excluding approximately $10 million of negative Free Cash Flow related to Brillion prior to its divestiture.
Adjusted EBITDA is defined as net income or loss before income tax expense or benefit, interest expense, net, depreciation and amortization, noncontrolling interest in subsidiaries, restructuring, severance and other charges, impairment and currency losses, net. Free Cash Flow is defined as cash from operations less purchase of plant, property and equipment. Adjusted EBITDA and Free Cash Flow should not be considered alternatives to net income (loss), cash from operations or other traditional indicators of operating performance and cash flows determined in accordance with accounting principles generally accepted in the United States.
About Accuride Corporation
With headquarters in Evansville, Ind., USA, Accuride Corporation is a leading supplier of components to the North American and European commercial vehicle industries. The company’s products include commercial vehicle wheels and wheel-end components and assemblies. The company’s products are marketed under its brand names, which include Accuride®, Accuride Wheel End Solutions™, Gunite® and Gianetti Ruote™. Accuride’s common stock trades on the New York Stock Exchange under the ticker symbol ACW. For more information:www.AccurideCorp.com.
Forward-Looking Statements
Certain statements contained in this document may be considered forward-looking statements within the meaning of the U.S. securities laws, including Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, including statements regarding Accuride’s preliminary third quarter 2016 results and expected full year 2016 financial results and the proposed merger contemplated by the Agreement and Plan of Merger, dated September 2, 2016, by and among the Company, Armor Parent Corp. and Armor Merger Sub Corp. (such merger, the “proposed transaction” and such agreement, the “Merger Agreement”)and the ability to consummate the proposed transaction. These forward-looking statements generally include statements that are predictive in nature and depend upon or refer to future events or conditions, and include words such as “believes,” “plans,” “anticipates,” “projects,” “estimates,” “expects,” “intends,” “strategy,” “future,” “opportunity,” “may,” “will,” “should,” “could,” “potential,” or similar expressions. Statements that are not historical facts are forward-looking statements. Forward-looking statements are based on current beliefs and assumptions that are subject to risks and uncertainties. Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date they are made. Actual results could differ materially from those contained in any forward-looking statement as a result of various factors, including, without limitation: (1) Accuride may be unable to obtain shareholder approval for the proposed transaction; (2) the conditions to the closing of the proposed transaction may not be satisfied and required regulatory approvals may not be obtained; (3) the proposed transaction may involve unexpected costs, liabilities or delays; (4) the business of Accuride may suffer as a result of uncertainty surrounding the proposed transaction; (5) the outcome of any legal proceedings related to the proposed transaction; (6) Accuride may be adversely affected by other economic, business, legislative, regulatory and/or competitive factors; (7) the occurrence of any event, change or other circumstances that could give rise to the termination of the Merger Agreement; (8) risks that the proposed transaction disrupts current plans and operations and the potential difficulties in employee retention as a result of the proposed transaction; (9) the failure by Armor Parent Corp. or Armor Merger Sub Corp. to obtain the necessary debt and equity financing arrangements set forth in the commitment letters received in connection with the proposed transaction; and (10) other risks to consummation of the proposed transaction, including the risk that the proposed transaction will not be consummated within the expected time period or at all. If the proposed transaction is consummated, Accuride’s shareholders will cease to have any equity interest in Accuride and will have no right to participate in its earnings and future growth. The foregoing review of important factors that could cause actual results to differ from expectations should not be construed as exhaustive and should be read in conjunction with statements that are included herein and elsewhere, including Accuride’s filings with the Securities and Exchange Commission (the “SEC”), including its Annual Report on Form 10-K for the year ended December 31, 2015 and recent Quarterly Reports on Form 10-Q and Current Reports on Form 8-K filed with the SEC, which are available on the SEC’s website at www.sec.gov. Except as required by applicable law, Accuride undertakes no obligation to update any forward-looking statement, or to make any other forward-looking statements, whether as a result of new information, future events or otherwise. Accuride does not intend, and assumes no obligation, to update any forward-looking statements. Accuride’s filings with the SEC, including its Annual Report on Form 10-K for the year ended December 31, 2015, its definitive proxy statement for its 2016 Annual Meeting of Stockholders, which was filed with the SEC on March 18, 2016, and recent Quarterly Reports on Form 10-Q and Current Reports on Form 8-K filed with the SEC, are available on the SEC’s website at www.sec.gov.
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Accuride Corporation?MEDIA RELATIONS?Timothy G. Weir, APR, 812-962-5128?Director of Public Affairs, Communications & Marketing?tweir@accuridecorp.com?or?INVESTOR RELATIONS?Todd Taylor, 812-962-5105?Vice President and Treasurer?ttaylor@accuridecorp.com
Source: Accuride Corporation
© Copyright Business Wire 2016
magicman
10年前
Accuride Announces Expiration of “Go Shop” Period Under Merger Agreement
Accuride Board Reconfirms Support for the Crestview Transaction and Announces Adoption of Limited Duration Shareholder Rights Plan
EVANSVILLE, Ind.--(BUSINESS WIRE)-- Accuride Corporation (NYSE:ACW) (“Accuride”) – a leading supplier of components to the North American and European commercial vehicle industries – today announced the expiration of the 35-day “go shop” period included in the previously announced merger agreement under which Accuride will be acquired by an affiliate of Crestview Partners for $2.58 per share in cash (the “Transaction”).
Under the terms of the merger agreement, Accuride and its representatives were permitted to solicit and engage in negotiations with respect to alternative acquisition proposals until 11:59 p.m. (Eastern Time) on October 7, 2016. During the “go shop” period, Accuride and its representatives solicited alternative acquisition proposals from 59 potential acquirers. During such time, 4 parties executed a confidentiality agreement with Accuride, but no party submitted an alternative acquisition proposal.
Accuride has filed with the Securities and Exchange Commission preliminary proxy materials related to the special meeting of shareholders to vote on the proposed transaction. Details regarding the date, time and place of the special meeting of shareholders will be announced when the definitive proxy materials are finalized and filed.
The Transaction is expected to be completed in the fourth quarter of 2016, subject to Accuride shareholder approval and other customary closing conditions. The Federal Trade Commission granted early termination of the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976 in connection with the merger as of September 27, 2016.
Accuride’s Board acknowledged its receipt of the letter, dated October 7, 2016, from Coliseum Capital Management with respect to the Transaction. John Risner, Chairman of the Board of the Company, stated: “The Accuride Board believes that the Crestview transaction offers certain, compelling and immediate value to our shareholders. We look forward to a constructive dialogue with Coliseum Capital Management to understand their perspective and to discuss the factors that led to our determination that the Crestview transaction is in the best interests of all Accuride shareholders and our unanimous recommendation that the Accuride shareholders vote to approve the Crestview transaction.”
Accuride expects to reach out to other shareholders as well to understand their perspectives.
The Accuride Board also announced that, in order to ensure the full and fair opportunity for all shareholders to make an informed decision with respect to the Transaction, and to mitigate the risk that a shareholder or group of shareholders accumulates an ownership position that now or in the future results in a transfer of actual or de facto control without paying an appropriate control premium, the Accuride Board has authorized a limited duration shareholder rights plan (the “Rights Plan”). The Rights Plan is scheduled to expire upon the earlier of March 31, 2017 and immediately prior to the completion of the Transaction.
Terms of the Rights Plan
Under the terms of the Rights Plan, one preferred stock purchase right will be distributed for each share of common stock held by shareholders of record on October 21, 2016. Subject to certain exceptions, the rights will be exercisable if a person or group acquires 20% or more of the Company’s common stock (including the number of shares that are synthetically owned pursuant to derivative transactions or ownership of derivative securities) or announces a tender offer for 20% or more of the common stock. Under certain circumstances, each right will entitle shareholders to buy one one-hundredth of a share of Series A Junior Participating Preferred Stock of the Company at an exercise price of $7.75. The Company’s Board of Directors will be entitled to redeem the rights at $0.01 per right at any time before a person or group has acquired 20% or more of the outstanding common stock. The Rights Plan also includes a qualifying offer provision, which allows shareholders to demand a special meeting to consider redemption of the rights plan in response to a qualifying offer. The rights will expire on the earlier to occur of March 31, 2017 or immediately prior to the completion of the Transaction, unless earlier redeemed, exchanged or terminated by the Company.
Subject to limited exceptions, if a person or group acquires 20% or more of the outstanding common stock of the Company or announces a tender offer for 20% or more of the common stock (“acquiring person”), each right will entitle the right holder to purchase, at the right’s then-current exercise price, a number of shares of common stock having a market value at that time of twice the right’s exercise price. Rights held by the acquiring person will become void and will not be exercisable. If the Company is acquired in a merger or other business combination transaction that has not been approved by the Board of Directors after the rights become exercisable, each right will entitle its holder to purchase, at the right’s then-current exercise price, a number of shares of the acquiring company’s common stock having a market value at that time of twice the right’s exercise price.
The dividend distribution to establish the new rights plan will be payable to shareholders of record on October 21, 2016. The rights distribution is not taxable to shareholders. For further details about the Rights Plan, please see the Form 8-K to be filed with the U.S. Securities and Exchange Commission at www.sec.gov.
About Accuride Corporation?With headquarters in Evansville, Ind., USA, Accuride Corporation is a leading supplier of components to the North American and European commercial vehicle industries. The company’s products include commercial vehicle wheels and wheel-end components and assemblies. The company’s products are marketed under its brand names, which include Accuride®, Accuride Wheel End Solutions™, Gunite® and Gianetti Ruote™. Accuride’s common stock trades on the New York Stock Exchange under the ticker symbol ACW. For more information:www.AccurideCorp.com
Additional Information About the Acquisition and Where to Find It?A special meeting of the shareholders of Accuride will be announced as promptly as practicable to seek shareholder approval in connection with the proposed merger. Accuride filed a preliminary proxy statement and related materials with the Securities and Exchange Commission (“SEC”) on September 30, 2016 and, when completed, it expects to file a definitive proxy statement with the SEC. The definitive proxy statement will be sent or given to the shareholders of Accuride and will contain important information about the proposed transaction and related matters. INVESTORS OF ACCURIDE ARE URGED TO READ THE DEFINITIVE PROXY STATEMENT AND OTHER RELEVANT MATERIALS CAREFULLY AND IN THEIR ENTIRETY WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT ACCURIDE, ARMOR PARENT CORP., ARMOR MERGER SUB CORP. AND THE MERGER. Investors may obtain a free copy of these materials (when they are available) and other documents filed by Accuride with the SEC at the SEC’s website atwww.sec.gov, at Accuride’s website at www.accuridecorp.com or by sending a written request to Accuride at 7140 Office Circle, Evansville, Indiana 47715, Attention: General Counsel and Corporate Secretary.
Participants in the Solicitation?Accuride and its directors, executive officers and certain other members of management and employees may be deemed to be participants in soliciting proxies from its shareholders in connection with the merger. Information regarding the persons who may, under the rules of the SEC, be considered to be participants in the solicitation of Accuride’s shareholders in connection with the merger will be set forth in Accuride’s definitive proxy statement for its special shareholder meeting. Additional information regarding these individuals and any direct or indirect interests they may have in the merger will be set forth in the definitive proxy statement when it is filed with the SEC in connection with the merger. Information relating to the foregoing can also be found in Accuride’s definitive proxy statement for its 2016 Annual Meeting of Shareholders (the “2016 Proxy Statement”), which was filed with the SEC on March 18, 2016. To the extent that holdings of Accuride’s securities have changed since the amounts set forth in the 2016 Proxy Statement, such changes have been or will be reflected on Statements of Change in Ownership on Form 4 filed with the SEC.
Forward-Looking Statements?Certain statements contained in this document may be considered forward-looking statements within the meaning of the U.S. securities laws, including Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, including statements regarding the proposed transaction and the ability to consummate the proposed transaction. These forward-looking statements generally include statements that are predictive in nature and depend upon or refer to future events or conditions, and include words such as “believes,” “plans,” “anticipates,” “projects,” “estimates,” “expects,” “intends,” “strategy,” “future,” “opportunity,” “may,” “will,” “should,” “could,” “potential,” or similar expressions. Statements that are not historical facts are forward-looking statements. Forward-looking statements are based on current beliefs and assumptions that are subject to risks and uncertainties. Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date they are made. Actual results could differ materially from those contained in any forward-looking statement as a result of various factors, including, without limitation: (1) Accuride may be unable to obtain shareholder approval for the proposed transaction; (2) the conditions to the closing of the proposed transaction may not be satisfied and required regulatory approvals may not be obtained; (3) the proposed transaction may involve unexpected costs, liabilities or delays; (4) the business of Accuride may suffer as a result of uncertainty surrounding the proposed transaction; (5) the outcome of any legal proceedings related to the proposed transaction; (6) Accuride may be adversely affected by other economic, business, legislative, regulatory and/or competitive factors; (7) the occurrence of any event, change or other circumstances that could give rise to the termination of the merger agreement; (8) risks that the proposed transaction disrupts current plans and operations and the potential difficulties in employee retention as a result of the proposed transaction; (9) the failure by Armor Parent Corp. or Armor Merger Sub Corp. to obtain the necessary debt and equity financing arrangements set forth in the commitment letters received in connection with the proposed transaction; and (10) other risks to consummation of the proposed transaction, including the risk that the proposed transaction will not be consummated within the expected time period or at all. If the proposed transaction is consummated, Accuride’s shareholders will cease to have any equity interest in Accuride and will have no right to participate in its earnings and future growth. The foregoing review of important factors that could cause actual results to differ from expectations should not be construed as exhaustive and should be read in conjunction with statements that are included herein and elsewhere, including Accuride’s filings with the SEC, including its Annual Report on Form 10-K for the year ended December 31, 2015 and recent Quarterly Reports on Form 10-Q and Current Reports on Form 8-K filed with the SEC, which are available on the SEC’s website atwww.sec.gov. Except as required by applicable law, Accuride undertakes no obligation to update any forward-looking statement, or to make any other forward-looking statements, whether as a result of new information, future events or otherwise. Accuride does not intend, and assumes no obligation, to update any forward-looking statements. Accuride’s filings with the SEC, including its Annual Report on Form 10-K for the year ended December 31, 2015, the 2016 Proxy Statement and recent Quarterly Reports on Form 10-Q and Current Reports on Form 8-K filed with the SEC, which are available on the SEC’s website at www.sec.gov.
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Media Relations Contact for Accuride Corporation?Timothy G. Weir, APR, 812-962-5128?Director of Public Affairs, Communications & Marketing?tweir@accuridecorp.com?or?Joele Frank, Wilkinson Brimmer Katcher?Dan Katcher, Jim Golden or Priscila Roney, 212-355-4449?or?Investor Relations Contact for Accuride Corporation?Todd Taylor, 812-962-5105?Vice President and Treasurer?ttaylor@accuridecorp.com
Source: Accuride Corporation
magicman
10年前
Accuride Corporation Reaches Agreement to be Acquired by Crestview Partners
• Crestview to pay $2.58 per share, a premium of 55% over Accuride’s closing share price on September 1st, 2016 and a premium of 66% to the 30-day volume-weighted average as of the same date
• Transaction expected to close in fourth quarter of 2016
• Supports Accuride’s continued focus on its core business and global expansion
EVANSVILLE, Ind.--(BUSINESS WIRE)-- Accuride Corporation (NYSE: ACW) – a leading supplier of components to the North American and European commercial vehicle industries – today announced that it has entered into a definitive agreement to be acquired by funds managed by Crestview Partners, a leading New York based private equity firm, for $2.58 per share in cash. The purchase price represents a premium of 55% over Accuride’s closing share price on September 1st, 2016, and a premium of 66% over the 30-day volume weighted average price as of the same date.
Accuride’s board of directors unanimously approved the Crestview transaction and agreed to recommend that Accuride’s shareholders vote to adopt the merger agreement. In addition, investment funds affiliated with Cetus Capital LLC, who collectively hold approximately 17 percent of the outstanding Accuride shares, have entered into a customary voting agreement to support the Crestview transaction. Accuride expects to hold a special meeting of its shareholders to consider and act upon the proposed merger as promptly as practicable. Details regarding the record date for, and the date, time and place of, the special meeting of shareholders will be announced when finalized.
The merger agreement contains a customary 35 calendar day “go shop” period during which Accuride and its advisors are permitted to solicit alternative transaction proposals. The transaction is subject to customary closing conditions, including Accuride shareholder approval and antitrust approvals in the United States and Mexico, and is expected to close in the fourth quarter of 2016.
After the transaction closes, Accuride will remain an independent global company with continuity of leadership, business units and worldwide operations. It will continue to operate under its current brand name and remain headquartered in Evansville, Ind., USA, with operations in the United States, Canada, Mexico and Italy. President and CEO Rick Dauch and the members of the Accuride Leadership Team will continue to lead the business after the transaction closes.
“Accuride is excited to have this opportunity to partner with Crestview, a private equity firm respected for its integrity and expertise in managing assets, and well regarded for enhancing the value of its holdings,” Accuride President and CEO Rick Dauch said. “After the transaction closes, Accuride will operate as a stand-alone business within Crestview’s portfolio of companies. Accuride will serve as a platform for further growth and consolidation in the global wheels and wheel-end sectors as we expand to serve our customers’ needs worldwide. We are confident that under Crestview’s stewardship, Accuride will receive the resources and support needed to realize our vision of becoming the premier supplier of wheel end system solutions to the global commercial vehicle industry.”
“We are thrilled to have the opportunity to partner with Rick Dauch and the rest of Accuride’s terrific management team to help take Accuride to the next level,” said Alex Rose, Partner at Crestview and co-head of the firm’s industrials strategy. “This acquisition results in a de-levered Accuride, providing the company with greater flexibility to pursue growth around the world. Crestview has had great success backing strong industrial companies that are embarking upon global expansion strategies and we look forward to helping Accuride’s management team execute on their vision for the company’s future.”
Deutsche Bank is acting as exclusive financial advisor to Accuride, and Latham & Watkins LLP is serving as legal advisor to Accuride. RBC Capital Markets LLC is acting as exclusive financial advisor to Crestview Partners, and Kirkland & Ellis LLP is serving as legal advisor to Crestview Partners.
Accuride will file a report on Form 8-K regarding the transaction, including a copy of the merger agreement, with the Securities and Exchange Commission.
About Accuride Corporation
With headquarters in Evansville, Ind., USA, Accuride Corporation is a leading supplier of components to the North American and European commercial vehicle industries. The company’s products include commercial vehicle wheels and wheel-end components and assemblies. The company’s products are marketed under its brand names, which include Accuride®, Accuride Wheel End Solutions™, Gunite® and Gianetti Ruote™. Accuride’s common stock trades on the New York Stock Exchange under the ticker symbol ACW. For more information:www.AccurideCorp.com
About Crestview Partners
Founded in 2004, Crestview Partners is a value-oriented private equity firm focused on the middle market. The firm is based in New York and manages funds with over $7 billion of aggregate capital commitments. The firm is led by a group of partners who have complementary experience and distinguished backgrounds in private equity, finance, operations and management. Crestview's senior investment professionals primarily focus on sourcing and managing investments in each of the specialty areas of the firm: media, energy, financial services, and industrials. For more information: www.crestview.com.
Additional Information About the Acquisition and Where to Find It
A special meeting of the stockholders of Accuride will be announced as promptly as practicable to seek stockholder approval in connection with the proposed merger. Accuride expects to file with the Securities and Exchange Commission (“SEC”) a proxy statement and other relevant documents in connection with the proposed merger between Accuride and Armor Merger Sub Corp. The definitive proxy statement will be sent or given to the stockholders of Accuride and will contain important information about the proposed transaction and related matters. INVESTORS OF ACCURIDE ARE URGED TO READ THE DEFINITIVE PROXY STATEMENT AND OTHER RELEVANT MATERIALS CAREFULLY AND IN THEIR ENTIRETY WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT ACCURIDE, ARMOR PARENT CORP., ARMOR MERGER SUB CORP. AND THE MERGER. Investors may obtain a free copy of these materials (when they are available) and other documents filed by Accuride with the SEC at the SEC’s website atwww.sec.gov, at Accuride’s website at www.accuridecorp.com or by sending a written request to Accuride at 7140 Office Circle, Evansville, Indiana 47715, Attention: General Counsel and Corporate Secretary.
Participants in the Solicitation
Accuride and its directors, executive officers and certain other members of management and employees may be deemed to be participants in soliciting proxies from its stockholders in connection with the merger. Information regarding the persons who may, under the rules of the SEC, be considered to be participants in the solicitation of Accuride’s stockholders in connection with the merger will be set forth in Accuride’s definitive proxy statement for its special stockholder meeting. Additional information regarding these individuals and any direct or indirect interests they may have in the merger will be set forth in the definitive proxy statement when it is filed with the SEC in connection with the merger. Information relating to the foregoing can also be found in Accuride’s definitive proxy statement for its 2016 Annual Meeting of Stockholders (the “2016 Proxy Statement”), which was filed with the SEC on March 18, 2016. To the extent that holdings of Accuride’s securities have changed since the amounts set forth in the 2016 Proxy Statement, such changes have been or will be reflected on Statements of Change in Ownership on Form 4 filed with the SEC.
Forward-Looking Statements
Certain statements contained in this document may be considered forward-looking statements within the meaning of the U.S. securities laws, including Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, including statements regarding the proposed transaction and the ability to consummate the proposed transaction. These forward-looking statements generally include statements that are predictive in nature and depend upon or refer to future events or conditions, and include words such as “believes,” “plans,” “anticipates,” “projects,” “estimates,” “expects,” “intends,” “strategy,” “future,” “opportunity,” “may,” “will,” “should,” “could,” “potential,” or similar expressions. Statements that are not historical facts are forward-looking statements. Forward-looking statements are based on current beliefs and assumptions that are subject to risks and uncertainties. Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date they are made. Actual results could differ materially from those contained in any forward-looking statement as a result of various factors, including, without limitation: (1) Accuride may be unable to obtain stockholder approval for the proposed transaction; (2) the conditions to the closing of the proposed transaction may not be satisfied and required regulatory approvals may not be obtained; (3) the proposed transaction may involve unexpected costs, liabilities or delays; (4) the business of Accuride may suffer as a result of uncertainty surrounding the proposed transaction; (5) the outcome of any legal proceedings related to the proposed transaction; (6) Accuride may be adversely affected by other economic, business, legislative, regulatory and/or competitive factors; (7) the occurrence of any event, change or other circumstances that could give rise to the termination of the merger agreement; (8) risks that the proposed transaction disrupts current plans and operations and the potential difficulties in employee retention as a result of the proposed transaction; (9) the failure by Armor Parent Corp. or Armor Merger Sub Corp. to obtain the necessary debt and equity financing arrangements set forth in the commitment letters received in connection with the proposed transaction; and (10) other risks to consummation of the proposed transaction, including the risk that the proposed transaction will not be consummated within the expected time period or at all. If the proposed transaction is consummated, Accuride’s stockholders will cease to have any equity interest in Accuride and will have no right to participate in its earnings and future growth. The foregoing review of important factors that could cause actual results to differ from expectations should not be construed as exhaustive and should be read in conjunction with statements that are included herein and elsewhere, including Accuride’s filings with the SEC, including its Annual Report on Form 10-K for the year ended December 31, 2015 and recent Quarterly Reports on Form 10-Q and Current Reports on Form 8-K filed with the SEC, which are available on the SEC’s website atwww.sec.gov. Except as required by applicable law, Accuride undertakes no obligation to update any forward-looking statement, or to make any other forward-looking statements, whether as a result of new information, future events or otherwise. Accuride does not intend, and assumes no obligation, to update any forward-looking statements. Accuride’s filings with the SEC, including its Annual Report on Form 10-K for the year ended December 31, 2015, the 2016 Proxy Statement and recent Quarterly Reports on Form 10-Q and Current Reports on Form 8-K filed with the SEC, which are available on the SEC’s website at www.sec.gov.
http://cts.businesswire.com/ct/CT?id=bwnews&sty=20160902005289r1&sid=acqr7&distro=nx&lang=en
View source version on businesswire.com: http://www.businesswire.com/news/home/20160902005289/en/
ACCURIDE CORPORATION?Media Relations?Timothy G. Weir, APR, (812) 962-5128?Director of Public Affairs, Communications & Marketing?tweir@accuridecorp.com?or?Investor Relations?Todd Taylor, (812) 962-5105?Vice President and Treasurer?ttaylor@accuridecorp.com?or?FOR CRESTVIEW PARTNERS?Media Relations?KEKST?Jeffrey Taufield, 212-521-4800?jeffrey.taufield@kekst.com?or?Daniel Yunger, 212-521-4800?daniel.yunger@kekst.com
Source: Accuride Corporation and Crestview Partners
magicman
10年前
Accuride Reports Solid Second Quarter 2016 Results
• Second Quarter 2016 Results: Net income of $2.5 million, or $0.05 per share Net sales of $164.1 million, down 11.5 percent from the second quarter of 2015 Adjusted EBITDA of $23.9 million, down 7.6 percent from the second quarter of 2015
• Lowering guidance range for revenue and narrowing guidance range for Adjusted EBITDA for the full year
EVANSVILLE, Ind.--(BUSINESS WIRE)-- Accuride Corporation (NYSE:ACW) – a leading supplier of components to the North American and European commercial vehicle industries – today reported financial results for the second quarter ended June 30, 2016.
“Accuride delivered another solid quarter, as our core Wheels and Gunite business units continued to perform at world class operating levels and generate strong profitability,” Accuride President and CEO Rick Dauch said. “During the second quarter, our top line was impacted by significantly lower demand at Brillion, lower Class 8 production and lower pricing related to raw material pass through mechanisms. Our strong operating performance and cost reduction initiatives enabled us to offset the revenue declines and expand EBITDA margins at Wheels and Gunite from 2015 levels.
“Looking at the second half of 2016, we expect to face headwinds from continued weak demand in Brillion’s end markets and lower North American Class 8 truck demand, which should be somewhat offset by healthy Class 5-7 and Trailer market segments. In addition, we expect to partially offset the impact of rising steel prices on margins by continuing to deliver strong operational performance across our business units.
“Due to these factors, we are lowering our full-year guidance for revenue to the range of $625 million to $650 million. We are narrowing our full-year guidance for Adjusted EBITDA to the range of $65 million to $75 million, as we continue to manage performance across all of our business units. We’ll continue to take pre-emptive actions to maintain margins and profitability in order to achieve break-even or better free cash flow and protect our liquidity during this period of lower demand," Dauch added.
Second Quarter 2016 Results
Second quarter 2016 net sales were $164.1 million, which was a decrease of $21.3 million, or 11.5 percent, compared to net sales of $185.4 million for the three months ended June 30, 2015. The decrease was driven by $6.3 million related to the continued softness in demand at our Brillion business unit, $12.0 million in pricing related to the pass-through of lower raw material costs and $13.8 million due to lower demand in North American wheels and brake drums. Partially offsetting those decreases were $10.8 million in net sales related to our majority investment in Gianetti Ruote.
Accuride’s operating income was $11.5 million, down $2.7 million, compared to operating income of $14.2 million in the second quarter of 2015. This was primarily due to the incremental margin loss on the lower product demand which was partially offset by lower corporate spending. The Company reported net income from continuing operations attributable to shareholders of $2.5 million, or $0.05 per share, compared to net income of $6.3 million, or $0.13 per share, in the second quarter of 2015. Second quarter Adjusted EBITDA was $23.9 million, or 14.6 percent of net sales, compared to $25.9 million, or 14.0 percent of net sales, in the same quarter of 2015.
Second Quarter Business Segment Results
Wheels
Wheels segment net sales were $104.4 million, down $9.9 million, or 8.7 percent, from the same period in 2015. The second quarter of 2016 included $10.8 million in net sales related to our majority investment in Gianetti Ruote that occurred in November 2015. Excluding the net sales from Gianetti Ruote, the Wheels segment net sales were down $20.7 million, or 18.2 percent, from the same period in 2015. The decrease is primarily related to the pass-through of lower material costs of $9.2 million, coupled with a decrease in production volume from our OEM customers and reduced demand from our aftermarket customers of $11.5 million. Wheels’ Adjusted EBITDA was $24.7 million which was a decrease of $1.4 million, or 5.3 percent, from the second quarter of 2015. Despite the decline in net sales, Adjusted EBITDA as a percentage of net sales improved to 23.7% in the second quarter of 2016.
Gunite
Gunite segment net sales of $43.5 million were down $3.5 million, or 7.4 percent, from the second quarter of 2015. This decrease is largely attributable to the pass-through of lower material costs of $1.3 million, coupled with lower OEM production and slightly less aftermarket demand of $2.2 million. Gunite’s Adjusted EBITDA was $8.3 million, which was a decrease of $0.4 million, or 4.9 percent from the second quarter of 2015. Despite the decline in net sales, Adjusted EBITDA as a percentage of net sales improved to 19.0% in the second quarter of 2016.
Brillion Iron Works
Brillion Iron Works segment net sales of $16.2 million were down $7.8 million, or 32.6 percent, from the second quarter of 2015. This was primarily due to lower demand in industrial manufacturing, agriculture, mining, and oil and gas markets of $6.3 million, as well as $1.5 million related to the pass-through of lower material costs during the period. Brillion’s Adjusted EBITDA was a negative $1.7 million, a decrease of $1.4 million, from the second quarter of 2015.
Liquidity and Debt
As of June 30, 2016, total debt was $315.5 million, consisting of $305.3 million of the outstanding 9.5% senior secured notes, net of discount and debt issuance costs, and $10.2 million in short term obligations related to the majority interest in Gianetti. As of June 30, 2016, Accuride had $27.8 million of cash plus $49.9 million in availability under its ABL Credit Facility for total liquidity of $77.7 million.
2016 Financial Guidance
Accuride expects 2016 revenue to be in the range of $625 million to $650 million, with Adjusted EBITDA in the range of $65 million to $75 million. Accuride also expects free cash flow for 2016 to be roughly breakeven. The Company is basing these expectations for 2016 guidance on the following projections for North American commercial vehicle production and other key assumptions for the year:
• North American Class 8 production levels in the range of 220,000 to 235,000 units
• North American Class 5-7 production levels in the range of 220,000 to 240,000 units
• North American Trailer production in the range of 270,000 to 290,000 units
• European heavy- and medium-duty truck builds in the range of 510,000 to 530,000 units
• Commercial vehicle aftermarket generally flat versus prior year
• Brillion business unit net sales down 25 percent to 30 percent versus prior year
• Full year consolidation of Gianetti Ruote
Earnings Conference Call Information
Accuride will host a conference call to discuss the financial and operational results of its Second Quarter Fiscal Year 2016 on Tuesday, July 26, 2016, beginning at 9:00 a.m. CDT. Analysts and investors may access the conference call by dialing (877) 543-8122 in the United States, or (615) 247-0091 internationally, and using participant code 48742818. A live webcast of the call will be available at the Accuride website Investors section: www.AccurideCorp.com/investors. A replay will be available from noon CDT on July 26, 2016 until 11:59 p.m. CDT, August 2, 2016, by calling (855) 859-2056 in the United States, or (404) 537-3406 internationally, using access code 48742818.
About Accuride Corporation
With headquarters in Evansville, Ind., USA, Accuride Corporation is a leading supplier of components to the North American and European commercial vehicle industries. The company’s products include commercial vehicle wheels; wheel-end components and assemblies; and specialty cast-iron components for a range of agricultural, construction and mining, and oil and gas equipment applications. The company’s products are marketed under its brand names, which include Accuride®, Accuride Wheel End Solutions™, Gunite®, Gianetti Ruote™ and Brillion™. Accuride’s common stock trades on the New York Stock Exchange under the ticker symbol ACW. For more information, visit the Company’s website at http://www.accuridecorp.com.
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