NORTH
CANTON, Ohio, May 16, 2024
/PRNewswire/ -- The Timken Company (NYSE: TKR), a global technology
leader in engineered bearings and industrial motion,
today announced the pricing of €600 million aggregate
principal amount of 4.125% senior unsecured notes due in 2034 (the
"Notes") in an underwritten public offering. The Notes will be
issued at 98.832% of par, and the offering is expected to close on
or about May 23, 2024, subject to the
satisfaction of customary closing conditions.
Goldman Sachs & Co. LLC and J.P. Morgan Securities plc are
serving as joint book-running managers for the offering.
Timken intends to use the net proceeds from the offering of the
Notes to (1) redeem all of its outstanding 3.875% Senior Notes due
2024 (the "2024 Notes"), including any related fees and expenses,
and (2) repay borrowings outstanding under its senior unsecured
revolving credit facility. Timken intends to use any remaining net
proceeds to repay borrowings under its accounts receivable facility
or for general corporate purposes.
The Notes are being offered pursuant to an effective shelf
registration statement that has previously been filed with the
Securities and Exchange Commission (the "SEC"). The offering will
be made solely by means of a prospectus supplement and accompanying
prospectus (together, the "Prospectus") filed with the SEC. You may
obtain these documents without charge from the SEC at www.sec.gov.
Alternatively, you may request copies of these documents by calling
Goldman Sachs & Co. LLC toll free at +1-866-471-2526 or J.P.
Morgan Securities plc toll free at +44-20 7134-2468 (non-U.S.
investors), or J.P. Morgan Securities LLC collect at
+1-212-834-4533 (U.S. investors).
This release does not constitute an offer to sell or the
solicitation of an offer to buy any securities, nor will there be
any sale of these securities in any state or jurisdiction in which
such an offer, solicitation or sale is not permitted.
About The Timken Company
The Timken Company (NYSE: TKR), a global technology leader in
engineered bearings and industrial motion, designs a growing
portfolio of next-generation products for diverse industries. For
125 years, Timken has used its specialized expertise to innovate
and create customer-centric solutions that increase reliability and
efficiency. Timken posted $4.8
billion in sales in 2023 and employs more than 19,000 people
globally, operating from 45 countries. Timken is one of the World's
Most Innovative Companies, according to Fast Company, and has been
recognized among America's Most Responsible Companies and America's
Greatest Workplaces for Diversity by Newsweek, the World's Most
Ethical Companies® by Ethisphere and America's Most Innovative
Companies by Fortune.
Safe Harbor
Certain statements in this release that are not historical in
nature are "forward-looking" statements within the meaning of the
Private Securities Litigation Reform Act of 1995. Statements that
are not historical facts, including statements about the company's
beliefs, plans and expectations, are forward-looking statements.
Such statements are based on the company's current expectations and
are subject to a number of factors and uncertainties, which could
cause actual results to differ materially from those described in
the forward-looking statements. Forward-looking statements often
contain words such as "expect," "anticipate," "intend," "plan,"
"believe," "will," "estimate," "would," "target" and similar
expressions, as well as variations or negatives of these words. The
following important factors and uncertainties, among others, could
cause actual results to differ materially from those described in
these forward-looking statements: the risks and uncertainties
related to market conditions and satisfaction of customary closing
conditions related to the closing of the offering of the Notes and
the risks and uncertainties described in the Prospectus. For
additional information about other factors that could cause actual
results to differ materially from those described in the
forward-looking statements, please refer to the company's filings
with the SEC, including the company's Annual Report on Form 10-K
for the year ended December 31, 2023,
quarterly reports on Form 10-Q and current reports on Form 8-K.
Except as required by the federal securities laws, the company
undertakes no obligation to publicly update or revise any
forward-looking statement, whether as a result of new information,
future events or otherwise.
Prohibition of sales to retail investors in the European
Economic Area.
The Notes are not intended to be offered, sold or otherwise made
available to and should not be offered, sold or otherwise made
available to any retail investor in the European Economic Area
("EEA"). For these purposes, (i) the expression "retail investor"
means a person who is one (or more) of: (A) a retail client as
defined in point (11) of Article 4(1) of Directive 2014/65/EU (as
amended, "MiFID II"); or (B) a customer within the meaning of
Directive (EU) 2016/97 (as amended, the "Insurance Distribution
Directive"), where that customer would not qualify as a
professional client as defined in point (10) of Article 4(1) of
MiFID II; or (C) not a qualified investor as defined in Regulation
(EU) 2017/1129 (as amended, the "Prospectus Regulation"); and (ii)
the expression "offer" includes the communication in any form and
by any means of sufficient information on the terms of the offer
and the Notes to be offered so as to enable an investor to decide
to purchase or subscribe for the Notes. Consequently, no key
information document required by Regulation (EU) No 1286/2014 (as
amended, the "PRIIPs Regulation") for offering or selling the Notes
or otherwise making them available to retail investors in the EEA
has been prepared and therefore offering or selling the Notes or
otherwise making them available to any retail investor in the EEA
may be unlawful under the PRIIPs Regulation.
Prohibition of sales to retail investors in the
United Kingdom.
The Notes are not intended to be offered, sold or otherwise made
available to and should not be offered, sold or otherwise made
available to any retail investor in the United Kingdom ("UK"). For these purposes, (i)
the expression "retail investor" means a person who is one (or
more) of: (A) a retail client, as defined in point (8) of Article 2
of Regulation (EU) No 2017/565 as it forms part of UK domestic law
by virtue of the European Union (Withdrawal) Act 2018 (the "EUWA");
(B) a customer within the meaning of the provisions of the
Financial Services and Markets Act 2000 (as amended, the "FSMA")
and any rules or regulations made under the FSMA to implement
Directive (EU) 2016/97, where that customer would not qualify as a
professional client, as defined in point (8) of Article 2(1) of
Regulation (EU) No 600/2014 as it forms part of UK domestic law by
virtue of the EUWA; or (C) not a qualified investor as defined in
Article 2 of Regulation (EU) 2017/1129 as it forms part of UK
domestic law by virtue of the EUWA (the "UK Prospectus
Regulation"); and (ii) the expression "offer" includes the
communication in any form and by any means of sufficient
information on the terms of the offer and the Notes to be offered
so as to enable an investor to decide to purchase or subscribe for
the Notes. Consequently no key information document required by
Regulation (EU) No 1286/2014 as it forms part of domestic law by
virtue of the EUWA (the "UK PRIIPs Regulation") for offering or
selling the Notes or otherwise making them available to retail
investors in the UK has been prepared and therefore offering or
selling the Notes or otherwise making them available to any retail
investor in the UK may be unlawful under the UK PRIIPs
Regulation.
This communication is only being distributed to, and is only
directed at, (i) persons who are outside the UK, (ii) investment
professionals falling within Article 19(5) of the Financial
Services and Markets Act 2000 (Financial Promotion) Order 2005 (the
"Order") or (iii) high net worth entities, and other persons to
whom it may lawfully be communicated, falling within Article
49(2)(a) to (d) of the Order (all such persons together being
referred to as "relevant persons"). The Notes are only available
to, and any invitation, offer or agreement to subscribe, purchase
or otherwise acquire such Notes will be engaged in only with,
relevant persons. Any person who is not a relevant person should
not act or rely on this communication or any of its contents.
Media Relations:
Scott
Schroeder 234.262.6420
scott.schroeder@timken.com
Investor Relations:
Neil
Frohnapple 234.262.2310
investors@timken.com
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SOURCE The Timken Company