08.11.2005 21:53:00
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Maverick Tube Corporation Announces Proposed Sale of Notes and Authorization of Share Repurchases
Pursuant to the authorization granted by Maverick's board,Maverick intends to use the net proceeds of the offering to repurchaseMaverick common stock in the open market from time to time or throughprivate transactions, as well as to pay the costs associated with theconvertible note hedge and warrant transactions described below.Maverick expects to enter into a portion of these repurchasescontemporaneously with the pricing of the notes.
The notes will be convertible upon the occurrence of specifiedevents into cash and shares of Maverick's common stock. The notes willbe subordinated to existing and future senior indebtedness and will bepari passu with our existing senior subordinated notes due 2033.
In connection with the offering, Maverick plans to enter intoconvertible note hedge and warrant transactions in respect of itscommon stock with an affiliate of the initial purchaser of the notes.These transactions are intended to reduce the potential dilution uponfuture conversion of the notes. The other party to such transactionshas advised Maverick that it expects to enter into variousover-the-counter derivative transactions and may purchase shares ofMaverick's common stock contemporaneously or shortly after the pricingof the notes. In addition, the other party may continue to purchaseand may sell shares of Maverick's common stock in secondary markettransactions and may enter into or unwind over-the-counter derivativetransactions following the pricing of the notes.
This press release shall not constitute an offer to sell or asolicitation of an offer to buy, nor shall there be any sale of thenotes or the common stock issuable upon conversion of the notes in anystate or jurisdiction in which such offer, solicitation or sale wouldbe unlawful. The notes will be offered to qualified institutionalbuyers in reliance on Rule 144A under the Securities Act of 1933, asamended. The notes and the shares of common stock issuable uponconversion of the notes have not been registered under the SecuritiesAct or any state securities laws, and may not be offered or sold inthe United States or to U.S. persons absent registration or anapplicable exemption from the registration requirements.
Maverick Tube Corporation is a St. Louis, Missouri, basedmanufacturer of tubular products in the energy industry forexploration, production, and transmission, as well as industrialtubing products (steel electrical conduit, HSS, standard pipe, pipepiling, and mechanical tubing) used in various applications.
This news release may contain forward-looking information that isbased on assumptions that are subject to numerous business risks, manyof which are beyond the control of the Company. There is no assurancethat such assumptions will prove to be accurate. Actual results maydiffer from these forward-looking statements due to numerous factors,including those described under "Risk Factors" and elsewhere inMaverick's Form 10-K for its year ended December 31, 2004.
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