UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date
of earliest event reported):
June 16, 2008
RELIANCE STEEL & ALUMINUM CO.
(Exact name of registrant as specified in its charter)
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| California
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001-13122
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95-1142616 |
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(Commission File Number)
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(I.R.S. Employer |
| incorporation)
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Identification Number) |
350 S. Grand Ave., Suite 5100
Los Angeles, CA 90071
(Address of principal executive offices)
(213) 687-7700
(Registrant’s telephone number, including area code)
Not applicable.
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the
filing obligation of the registrant under any of the following provisions:
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17
CFR 240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17
CFR 240.13e-4(c))
TABLE OF CONTENTS
Item 1.01 Entry into a Definitive Material Agreement.
On June 16, 2008 RSAC Management Corp. (“RSAC”), a California corporation that is a
wholly-owned subsidiary of Reliance Steel & Aluminum Co. (the “Company”), entered into an agreement
with PNA Group Holding Corporation, a Delaware corporation (“PNA Group Holding”) and its
stockholders, Platinum Equity Capital Partners, L.P., Platinum Equity Capital Partners – A, L.P.,
Platinum Equity Capital Partners – PF, L.P., and Platinum Travel Principals, LLC (collectively, the
“Stockholders”), to acquire the outstanding capital stock of PNA Group headquartered in Atlanta,
Georgia. RSAC will pay to the Stockholders cash consideration of $315,000,000, subject to certain
adjustments. RSAC and PNA Group Holding and the Stockholders have made customary representations,
warranties and covenants to one another in the Stock Purchase Agreement, including, among other
things, covenants that, prior to the closing, PNA Group (i) will operate its business in the
ordinary course consistent with past practice and (ii) will not engage in certain kinds of
transactions. Consummation of the transaction is subject to customary conditions, including, among
others, (i) the absence of any material adverse change and (ii) the expiration or earlier
termination of any waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976.
Upon consummation of the transaction, RSAC will be obligated to offer to purchase $170,000,000
Senior Floating Rate Toggle Notes due 2013 that are outstanding under that Indenture dated February
12, 2007, issued by PNA Intermediate Holding Corporation, a wholly-owned subsidiary of PNA Group Holding,
and $250,000,000 10-3/4% Senior Notes due 2016 that are outstanding under that Indenture dated as
of August 15, 2006, issued by PNA Group, Inc., a wholly-owned
subsidiary of PNA Intermediate Holding Corporation. If
not purchased or redeemed pursuant to the terms of the Indentures, these notes will remain
obligations of the issuers.
PNA Group Holding’s subsidiaries include Delta Steel, LP, Feralloy Corporation, Infra-Metals
Co., Metals Supply Company, Ltd., Precision Flamecutting and Steel, LP and Sugar Steel Corporation.
Through these operating subsidiaries, PNA Group Holding processes and distributes principally carbon
steel plate, bar, structural and flat-rolled products. PNA Group Holding has 23 steel service
centers throughout the United States and participates in five joint ventures operating seven
service centers in the United States and Mexico. PNA Group Holding’s revenues were about $1.6
billion for the twelve months ended December 31, 2007 and about $474 million for the quarter ended
March 31, 2008. Current management of each of PNA Group Holding’s operating subsidiaries is
expected to remain in place, although it is expected that certain changes will be made in
management of the non-operating companies. The transaction is expected to be consummated within the next 60
days, subject to the satisfaction of certain conditions, including obtaining any required
regulatory approvals.
None of the Stockholders and none of the officers and directors of PNA Group Holding is
affiliated with or related to the Company in any way. The purchase price was determined by
negotiations between the Company, on the one hand, and the sellers, on the other. To fund the
purchase price and the repayment of debt, the Company intends to draw on its syndicated bank
revolving line of credit established
November 9, 2006 with Bank of America, N.A. as administrative
agent, and 15 banks as lenders and seek additional financing through
the issuance of approximately $750 million of a combination
of debt and equity securities. The sellers, through Travel Main Corporation, own certain of the
real property on which facilities of PNA Group Holding and/or its
subsidiaries are located. Travel Main Corporation is not to be part
of PNA Group Holding at the time of the closing of the proposed
transaction and any debt related to Travel Main Corporation or the
real property that it owns will remain with Travel Main Corporation
and the Stockholders.
The foregoing description of the Stock Purchase Agreement does not purport to be complete and
is qualified in its entirety by reference to the full text of such agreement, which is attached
hereto as an exhibit. The Stock Purchase Agreement is not intended to provide any factual
information about PNA Group Holding or the Company; the representations and warranties in the Stock
Purchase Agreement are made only to the other parties of the agreement and are qualified or
modified by information contained in certain confidential disclosure schedules that have been
provided. Accordingly, no person should rely on the representations and warranties as
characterizing the actual state of facts at any time. A copy of the press release related to the
transaction is also attached as an exhibit.