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RELIANCE STEEL & ALUMINUM CO.
COMPLETES PNA GROUP ACQUISITION FOR $1.1 BILLION
RAISES $500 MILLION IN A NEW SENIOR UNSECURED TERM LOAN
AND SETTLES CASH TENDER OFFERS FOR PNA'S SENIOR NOTES
On August 4, 2008, Reliance announced that it completed its previously announced acquisition of the outstanding capital stock of PNA Group Holding Corporation, a national steel service center group. The transaction value of approximately $1.065 billion included approximately $725 million of PNA's debt that was repaid or refinanced, including the settlement of Reliance's cash tender offers for 100% of PNA's outstanding notes. Reliance funded the purchase of PNA with proceeds from its new $500 million senior unsecured term loan and borrowings under Reliance's existing $1.1 billion credit facility.
PNA's subsidiaries include the operating entities Delta Steel, LP, Feralloy Corporation, Infra-Metals Co., Metals Supply Company, Ltd., Precision Flamecutting and Steel, LP and Sugar Steel Corporation. Through its subsidiaries, PNA processes and distributes primarily carbon steel plate, bar, structural and flat-rolled products. PNA had revenues for the six months ended June 30, 2008 of about $1.1 billion. PNA operates 23 steel service centers throughout the United States, as well as five joint ventures with seven additional service centers in the United States and Mexico.
PNA is a strong fit for Reliance's continued growth strategy as it complements its existing business, adds new products in new areas, and enhances the product, geographic and customer diversification which have been key factors in the Company's success. Reliance also continues to have a solid balance sheet with a pro forma net debt-to-total capital ratio of about 50% and availability under its $1.1 billion credit facility of about $200 million. The weighted average borrowing cost for the financing of the PNA acquisition is approximately 4.0%.
In addition, Reliance entered into a new $500 million senior unsecured term loan on July 31, 2008. The proceeds were used to fund the purchase of PNA, including the repayment of PNA's debt. Banc of America Securities LLC was the sole lead arranger of the term loan.
RELIANCE ACQUIRES DYNAMIC METALS INTERNATIONAL, LLC
On April 2, 2008, the Company announced that on April 1, 2008 it acquired Dynamic Metals International, LLC based in Bristol, CT. Dynamic was founded in 1999 and is a specialty metal distributor. Dynamic's 2007 revenues were approximately $11 million. Dynamic will operate as
a subsidiary of Service Steel Aerospace Corp. headquartered in Tacoma, WA. This strategic
acquisition expands Reliance's existing Service Steel Aerospace specialty product offerings.
Additional information concerning acquisitions is contained in the Company's 2007
Annual Report to Shareholders and Annual Report on SEC Form 10K for the year ended December 31, 2007, located in the Investor Information section of this web site.
RELIANCE OPENS VALEX CORP. FACILITY IN CHINA
On December 18, 2007, the Company announced that its subsidiary, Valex Corp. has opened a facility in the People's Republic of China. Valex China Co. Ltd. is 100% owned by the Hong Kong joint venture company Valex Holdings Ltd. Reliance owns 88% of Valex Holdings.
The 24,000 square feet facility is located in the Nanhui district of Shanghai and will produce ultra high purity tubes, fittings, and valves for the semiconductor, LCD and solar industries.
This new venture will be the first Valex manufacturing plant based in China and will position
the company to improve its already significant share of the growing Asian market. Valex Corp. also has operations in Ventura, California and Pyongtaek, South Korea and is a 97% owned subsidiary of Reliance. This new facility will allow Reliance to expand its market share in this fast-growing market by offering localized production and enhanced services to our customers and also increases our existing global presence.
Additional information concerning acquisitions is contained in the Company's 2006
Annual Report to Shareholders and Annual Report on SEC Form 10K for the year ended December 31, 2006, located in the Investor Information section of this web site.
RELIANCE ACQUIRES METALWEB PLC
On October 2, 2007, Reliance announced that it completed its purchase of the previously
disclosed acquisition of the outstanding capital stock of Metalweb plc. Terms were not publicly
disclosed. The metals service center company is headquartered in Birmingham, England, and
has three additional service centers located in London, Manchester and Oxford, England.
Metalweb was established in 2001 and specializes in the processing and distribution of
primarily aluminum products for non-structural aerospace components and general engineering
parts used in high-end industrial applications. Metalweb plc's net sales for the fiscal year ended
May 31, 2007 were approximately $53 million. Metalweb will operate as a subsidiary of Reliance.
Current management will remain in place with Derek Webb serving as Managing Director.
The Company is pleased to have Metalweb as part of Reliance and to have the opportunity to
expand its European presence.
RELIANCE ACQUIRES CLAYTON METALS, INC.
On July 3, 2007, Reliance announced that it completed its previously disclosed acquisition of the outstanding capital stock of Clayton Metals, Inc. headquartered in Wood Dale, Illinois. The
acquisition was an all cash deal and will be immediately accretive to Reliance's earnings.
Terms were not disclosed.
Clayton Metals was founded in 1976 and specializes primarily in the processing and distribution of aluminum, stainless steel and red metal flat-rolled products, custom extrusions and aluminum circles through its metals service center locations in Wood Dale, IL; Cerritos, CA; High Point, NC and Parsippany, NJ.
Clayton Metal's net sales for the twelve months ended December 31, 2006 were about $123
million. Clayton Metals will operate as a wholly owned subsidiary of Reliance with Donald W.
Madl serving as President and Chief Operating Officer. The addition of Clayton Metals provides further diversification of our business that brings new products and customers in important geographic areas. Clayton Metals has an excellent management team in place and the Company looks forward to their continued growth and success.
Additional information concerning acquisitions is contained in the Company's 2006
Annual Report to Shareholders and Annual Report on SEC Form 10K for the year ended December 31, 2006, located in the Investor Information section of this web site.
RELIANCE ACQUIRES ENCORE GROUP
On February 5, 2007, Reliance announced that it completed as of February 1, 2007 its previously disclosed acquisition of the net assets and business of the Encore Group of metals service center companies (Encore Metals, Encore Metals (USA), Inc., Encore Coils, and Team Tube in Canada) headquartered in Edmonton, Alberta, Canada. Current management will remain in place and
Encore Group will operate as a wholly owned subsidiary of Reliance. The acquisition was an
all cash deal and will be immediately accretive to Reliance's earnings. Terms were not disclosed.
Encore was organized in 2004 in connection with the buyout by management and a private equity
fund managed by HSBC Capital (Canada) Inc. of certain former Corus CIC and Corus America
businesses. Encore specializes in the processing and distribution of alloy and carbon bar and tube,
as well as stainless steel sheet, plate and bar and carbon steel flat-rolled products, through its 17
facilities located mainly in Western Canada. Encore's net sales for the twelve months ended
December 31, 2006 were approximately C$259 million. Encore's emphasis on specialty long
products in Western Canada adds further to the Company's diversification strategy in a robust
market area.
Additional information concerning acquisitions is contained in the Company's 2005 Annual Report to Shareholders and Annual Report on SEC Form 10K for the year ended December 31, 2005, located in the Investor Information section of this web site.
RELIANCE ACQUIRES INDUSTRIAL METALS AND SURPLUS, INC.
On January 5, 2007, Reliance announced that on January 2, 2007, its wholly owned subsidiary, Siskin Steel & Supply Company, Inc., based in Chattanooga, TN, completed the previously disclosed acquisition of Industrial Metals and Surplus, Inc. a metals service center company headquartered in Atlanta, GA and a related company, Athens Steel, Inc. located in Athens, GA. The all cash deal will be immediately accretive to Reliance's earnings. The management teams of Industrial Metals and Athens Steel will remain in place. Terms were not disclosed.
Industrial Metals was founded in 1978 and specializes in the processing and distribution of
carbon steel structurals, flat-rolled and ornamental iron products. Industrial Metals' net sales
(including Athens Steel) for the 2005 fiscal year were approximately $72 million. Industrial
Metals will operate as a wholly owned subsidiary of Siskin. Siskin's Georgia Steel Supply
Company division located in Atlanta will be combined with the Industrial Metals operations.
This acquisition allows the Company to expand its presence in an important market and to
better serve Reliance's growing customer base with the addition of Industrial Metals' larger,
more efficient facility.
Additional information concerning acquisitions is contained in the Company's 2005 Annual Report to Shareholders and Annual Report on SEC Form 10K for the year ended December 31, 2005, located in the Investor Information section of this web site.
RELIANCE COMPLETES ACQUISITION OF CREST STEEL CORPORATION
On January 4, 2007, Reliance announced that it completed on January 2, 2007 its previously disclosed acquisition of Crest Steel Corporation, a metals service center company headquartered in Carson, CA.
The all cash transaction will be immediately accretive to Reliance's earnings. Terms were not disclosed.
Crest will operate as a wholly owned subsidiary of Reliance. Current management will remain in place
except for Phil Steinberg, the founder and former Chairman of Crest, who will continue as a director and remain as a consultant to the company through a transition period.
Crest was founded in 1963 and has facilities in Riverside, CA and Phoenix, AZ and specializes in the processing and distribution of carbon steel products including flat-rolled, plate, bars and structurals. Crest's net sales for the 2005 fiscal year were approximately $129 million. The Company believes that
Crest's reputation in the industry and its strong management team provide a solid foundation to continue
to grow the company successfully going forward.
Additional information concerning acquisitions is contained in the Company's 2005 Annual Report to Shareholders and Annual Report on SEC Form 10K for the year ended December 31, 2005, located in the Investor Information section of this web site.
RELIANCE COMPLETES ACQUISITION OF YARDE METALS, INC. SECOND LARGEST ACQUISITION IN TERMS OF REVENUES
On August 2, 2006, Reliance announced that it completed on August 1, 2006 its previously disclosed acquisition of Yarde Metals, Inc., a metals service center company headquartered in Southington, CT. The Company paid $100 million in cash and assumed approximately $102 million of net debt for all
of the outstanding common stock of Yarde Metals, Inc. The acquisition will be immediately accretive
to Reliance's earnings. Current management and employees will remain in place with Tracy Yarde Smith serving as President of Yarde Metals, Inc., a wholly owned subsidiary of Reliance.
Yarde Metals, Inc. was founded in 1976 and specializes in the processing and distribution of stainless steel and aluminum plate, rod and bar products. Yarde has additional metals service centers in Pelham, NH; East Hanover, NJ; Hauppauge, NY; High Point, NC; Streetsboro, OH; and Limerick, PA and a sales office in Ft. Lauderdale, FL. Yarde's net sales for the fiscal year ended June 30, 2006 were approximately $385 million. This acquisition is the Company's second largest in terms of revenues
and not only strengthens Reliance's market presence but also complements its existing geographic network.
Additional information concerning acquisitions is contained in the Company's 2005 Annual Report to Shareholders and Annual Report on SEC Form 10K for the year ended December 31, 2005, located in the Investor Information section of this web site.
RELIANCE COMPLETES ACQUISITION OF EARLE M. JORGENSEN COMPANY
On April 3, 2006, Reliance completed the previously announced acquisition of Earle M. Jorgensen Company (NYSE:JOR) (“EMJ”). The transaction was valued at approximately $984 million, including the assumption of EMJ's net debt, with a per share consideration of $14.21 based on the average closing price of Reliance common stock for the 20-day period ending on the second trading day prior to the closing of $86.43. Reliance paid $6.50 in cash and 0.0892 of a share of Reliance common stock for each share of EMJ common stock outstanding. The per share value is above Reliance's $13.00 per share offer price because the average closing price of Reliance common stock for the 20-day period ending on the second trading day prior to closing exceeded the upper limit of the collar on the stock portion of the consideration.
Based on the closing price of Reliance's common stock on March 31, 2006 of $93.92 per share, this would result in a value to EMJ stockholders who exchange their shares of $14.88 per share of EMJ common stock on that date. The acquisition will be immediately accretive to Reliance. The combined companies have more than 150 locations in 36 states and Belgium, Canada, China and South Korea with total assets of approximately $3 billion and annual revenues of more than $5 billion. EMJ will operate as a wholly owned subsidiary of Reliance. The EMJ acquisition will significantly broaden and strengthen Reliance's product offerings and will meaningfully expand the existing geographic network. This is the largest acquisition to-date and the first acquisition of a public company for Reliance.
At closing, Reliance issued approximately 4.5 million shares of Reliance common stock valued at about $387 million based on the Reliance 20-day average closing price. The cash portion of approximately $387 million, which includes the cash out of certain EMJ options and estimated transaction costs, was financed under Reliance's $600 million syndicated credit facility. Upon closing
of the acquisition, Reliance's syndicated credit facility was increased to $700 million. The credit facility and private placement notes of Reliance were amended in February of 2006 to allow for EMJ's senior secured indentures of $250 million, which were assumed by Reliance, in addition to $2.9 million of EMJ's other existing debt.
RELIANCE COMPLETES ACQUISITION OF FLAT ROCK METAL PROCESSING L.L.C.
On March 27, 2006, Reliance announced that its subsidiary, Precision Strip, Inc., completed its previously disclosed acquisition of certain assets and business of Flat Rock Metal Processing L.L.C. based in Flat Rock, Michigan. Terms were not disclosed. Flat Rock was founded in 2001 and was a privately held, toll processing company with facilities in Perrysburg, Ohio and Eldridge, Iowa.
The two Flat Rock facilities will operate as Precision Strip locations that process and deliver carbon steel, aluminum and stainless steel products on a "toll" basis, processing the metal for a fee, without taking ownership of the metal. Precision Strip currently has facilities in Kenton, Middletown, Minster and Tipp City, Ohio; Anderson and Rockport, Indiana; Bowling Green, Kentucky and Talladega, Alabama. Precision Strip's customers include steel and aluminum mills as well as companies in the automotive, appliance, metal furniture and capital goods industries.
RELIANCE COMPLETES ACQUISITION OF EVEREST METALS
On March 2, 2006, Reliance announced that Reliance Pan Pacific, Pte. Ltd. completed its previously disclosed purchase of Everest Metals (Suzhou) Co., Ltd., a metals service center company based near Shanghai, China. Terms were not disclosed. Reliance Pan Pacific is a joint venture company formed in October of 2005 that is 70% owned by Reliance and 30% owned by Manufacturing Network Pte. Ltd.,
a Singapore company. Manufacturing Network sold its 100% interest in Everest Metals to Reliance Pan Pacific on March 1, 2006. Everest Metals was formed in 2001 and began processing and distributing primarily aluminum products to the electronics industry in 2002. Everest's 2005 revenues were approximately $5.5 million. The acquisition will be immediately accretive to Reliance's earnings.
The Company believes that this purchase is a good opportunity to expand into a fast-growing region
of the world and at the same time continue to serve its existing customers that have established businesses in China.
RELIANCE COMPLETES ACQUISITION OF CHAPEL STEEL CORP.
On July 1, 2005, Reliance completed its acquisition of Chapel Steel Corp., headquartered in Spring House (Philadelphia), Pennsylvania. The Company paid $94.2 million in cash plus the assumption of approximately $16.8 million of debt for all of the outstanding common stock of Chapel, a privately held metals service center company founded in 1972. Current management and employees will remain in place with James R. Sutow serving as President and Chief Operating Officer of Chapel Steel Corp., a wholly owned subsidiary of Reliance. The acquisition will
be immediately accretive to Reliance's earnings.
Chapel processes and distributes carbon and alloy steel plate products from five facilities in Pottstown (Philadelphia), PA; Bourbonnais (Chicago), IL; Houston, TX; Birmingham, AL; and Portland, OR. Chapel also warehouses and distributes its products in Cincinnati, OH and Hamilton, Ontario, Canada. Chapel's net sales for the fiscal year ended December 31, 2004 were approximately $273 million. Chapel services the construction, defense, heavy equipment, shipbuilding, energy and other industries.
Additional information concerning acquisitions is contained in the Company's 2007 Annual Report to Shareholders and Annual Report on Form 10K for the year ended December 31, 2007, located in the Investor Information section of this web site.
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