March 8, 2004 — California Steel Industries, Inc. (“California Steel” or “the Company”) announced today that it has commenced a cash tender offer and consent solicitation (the “Offer”) for any and all of its $150,000,000 aggregate principal amount of 8-1/2% Senior Notes due 2009 (the “Notes”) (CUSIP# 13077QAC7).
The Offer is scheduled to expire at 12:00 midnight, New York City time, on Friday, April 2, 2004, unless extended or earlier terminated (the “Expiration Date”). The consent solicitation will expire at 5:00 p.m., New York City time, on Friday, March 19, 2004 (the “Consent Date”). Holders tendering their Notes will be required to consent to certain proposed amendments to the indenture governing the Notes, which will eliminate substantially all of the restrictive covenants. Holders may not tender their Notes without delivering consents, nor may they or deliver consents without tendering their Notes.
Holders who validly tender their Notes by the Consent Date will receive the total consideration of $1,046.25 per $1,000 principal amount of Notes (if such notes are accepted for purchase). The total consideration includes a consent payment of $30.00 per $1,000 principal amount of Notes. Holders who validly tender their Notes after the Consent Date and prior to the Expiration Date will receive as payment for the Notes $1,016.25 per $1,000 principal amount of Notes (if such Notes are accepted for purchase), which is the total consideration less the $30.00 per $1,000 consent payment. In either case, holders who validly tender their Notes also will be paid accrued and unpaid interest up to, but not including, the date of payment for the Notes (if such Notes are accepted for purchase).
Holders who validly tender their Notes by the Consent Date will receive payment on the initial settlement date, which is expected to be on or about on Monday, March 22, 2004.
The Offer is subject to the satisfaction of certain conditions, including the Company’s receipt of tenders of Notes representing a majority of the principal amount of the Notes outstanding and the receipt of senior financing on terms acceptable to the Company in an amount sufficient to consummate the Offer. The terms of the Offer are described in the Company’s Offer to Purchase and Consent Solicitation Statement dated March 8, 2004, copies of which may be obtained from Global Bondholder Services, the information agent for the Offer, at (866) 470-4300 (US toll-free) or (212) 430-3774 (collect).
The Company has engaged Banc of America Securities LLC to act as exclusive dealer manager and solicitation agent in connection with the Offer. Questions regarding the Offer may be directed to Banc of America Securities LLC High Yield Special Products at (888) 292-0070 (U.S. toll-free) or (704) 388-9217 (collect).
The announcement is not an offer to purchase, a solicitation of an offer to purchase or a solicitation of consent with respect to any securities. The Offer is being made solely by the Offer to Purchase and Consent Solicitation Statement dated March 8, 2004.
Company Information and Forward Looking Statements
California Steel Industries is the leading producer of flat rolled steel products in the western United States (the 11 states located west of the Rocky Mountains) based on tonnage billed, with a broad range of products, including hot rolled, cold rolled, electric resistant weld pipe and galvanized coil and sheet.
This release may contain forward-looking statements relating to future financial results. Actual results may differ materially as a result of factors over which the Company has no control. These risk factors and additional information are included in the Company’s reports filed with the Securities and Exchange Commission.