BRISTOL, Conn., Jul 25, 2005 (BUSINESS WIRE) -- Barnes Group Inc. (NYSE: B) announced today its
intention to offer to qualified institutional buyers, $85 million in
aggregate principal amount of its Convertible Senior Subordinated
Notes due 2025. The notes are being offered pursuant to Rule 144A
under the Securities Act of 1933, as amended. The Company also intends
to grant the initial purchasers an option to purchase up to an
additional $15 million in aggregate principal amount of the notes.
The notes will be unsecured senior subordinated obligations of the
Company and will be convertible, under certain circumstances, into a
combination of cash and common stock of the Company. The notes will
rank junior in right of payment with all of the Company's existing and
future senior indebtedness and equal in right of payment with any of
its other senior subordinated indebtedness. The notes will be
effectively subordinated to the indebtedness and other liabilities of
the Company's subsidiaries.
The notes will bear interest at a fixed rate and beginning on
February 7, 2011, the Company will pay contingent interest during the
applicable interest period if the average trading price of the notes
on the five trading days ending on the second trading day immediately
preceding the first day of the applicable interest period equals or
exceeds 120% of the principal amount of the notes. The contingent
interest payable per note within any applicable interest period will
equal an annual rate of 0.25% of the average trading price of a note
during the five trading day measuring period.
The notes may be converted, under certain circumstances, into a
combination of cash and common stock of the Company. Holders may
convert their notes into cash and shares of Company common stock, if
any, at a conversion rate to be determined, subject to adjustment upon
certain events, under the following circumstances: during specified
periods, if the price of the Company's common stock reaches specified
thresholds; subject to certain limitations, during a specified
conversion period if the trading price for the notes falls below
certain thresholds; if the Company calls the notes for redemption; or
upon the occurrence of certain corporate transactions. Upon
conversion, the Company will deliver cash equal to the lesser of the
aggregate principal amount of notes to be converted and the Company's
total conversion obligation, plus cash or shares of the Company's
common stock, at the Company's election, in respect of the remainder,
if any, of the Company's conversion obligation. If certain corporate
transactions occur on or prior to February 7, 2011, the Company will
increase the conversion rate by a number of additional shares of
common stock or, in lieu thereof, the Company may under certain
circumstances elect to adjust the conversion rate and the related
conversion obligation so that the notes will be convertible into
shares of the acquiring or surviving company.
The notes may not be redeemed by the Company prior to February 7,
2011. Holders of notes may require the Company to repurchase some or
all of the notes on February 1, 2011, February 1, 2016 and February 1,
2021 and upon certain specified corporate transactions.
The Company intends to use the net proceeds from the offering to
repay outstanding indebtedness under its revolving credit facility,
and to the extent any net proceeds remain, for general corporate
purposes which may include the repayment or reduction of its other
indebtedness, capital expenditures, working capital requirements and
acquisitions.
This press release does not constitute an offer to sell or the
solicitation of any offer to buy any securities. The offering will be
made only to qualified institutional buyers in accordance with Rule
144A under the Securities Act of 1933, as amended. The securities to
be offered have not been registered under the Securities Act, or any
state securities laws, and unless so registered may not be offered or
sold in the United States, except pursuant to an exemption from, or in
a transaction not subject to, the registration requirements of the
Securities Act and applicable state securities laws.
Barnes Group Inc. (www.barnesgroupinc.com) is a diversified
international manufacturer of precision metal components and
assemblies and a distributor of industrial supplies, serving a wide
range of markets and customers. Founded in 1857 and headquartered in
Bristol, Connecticut, Barnes Group consists of three businesses with
2004 sales of $994.7 million: Barnes Distribution, an international,
full-service distributor of maintenance, repair, operating, and
production supplies; Associated Spring, one of the world's largest
manufacturers of precision mechanical and nitrogen gas products and a
global supplier of retaining rings, reed valves, shock discs, and
injection-molded plastic components; and Barnes Aerospace, a
manufacturer and repairer of highly engineered assemblies and
components for commercial and military aircraft engines, airframes,
and land-based industrial gas turbines. Over 5,900 dedicated employees
at 60 locations worldwide contribute to Barnes Group Inc.'s success.
This release may contain certain forward-looking statements as
defined in the Private Securities Litigation Reform Act of 1995. These
forward-looking statements are subject to risks and uncertainties that
may cause actual results to differ materially from those contained in
the statements. Investors are encouraged to consider these risks and
uncertainties as described within the Company's periodic filings with
the Securities and Exchange Commission, including the following: the
ability of the Company to integrate newly acquired businesses and to
realize acquisition synergies on schedule; changes in market demand
for the types of products and services produced and sold by the
Company; the Company's success in identifying and attracting customers
in new markets; the Company's ability to develop new and enhanced
products to meet customers' needs timely; the effectiveness of the
Company's marketing and sales programs; uninsured claims; increased
competitive activities that could adversely affect customer demand for
the Company's products; the availability of raw materials at prices
that allow the Company to make and sell competitive products; changes
in economic, political and public health conditions worldwide and in
the locations where the Company does business; interest and foreign
exchange rate fluctuations; regulatory changes; the possibility of
declines in the stock market; risks related to consolidation occurring
in the Company's industries; risks related to dependence on government
spending for defense-related products; the possibility of a downturn
in the automotive industry; risks related to loss or delay in
purchases by customers; risks related to pricing leverage of original
equipment manufacturers; risks related to not realizing all sales
expected from backlog or anticipated orders; the possibility of not
recovering all up-front costs related to original equipment
manufacturing programs and revenue sharing programs; risks related to
cost overruns and losses on fixed-price contracts; and the
possibilities of loss of key personnel, a shortage of skilled
employees and labor problems. The Company assumes no obligation to
update any forward-looking statements contained in this release.
SOURCE: Barnes Group Inc.
Investor Relations
Barnes Group
Brian D. Koppy, 860-973-2126
or
Corporate Communications
Stephen J. McKelvey, 860-973-2132
