Metalico Secures $100 Million Private Placement, Agrees to Pennsylvania Acquisition
CRANFORD, NJ, Apr 24, 2008 (MARKET WIRE via COMTEX News Network) —-Metalico, Inc. (AMEX: MEA), a rapidly growing scrap metal recycler and lead fabricator, today announced it has entered into a definitive purchase agreement with institutional accredited investors to raise $100 million of gross proceeds in a private placement of 7% notes which are convertible into shares of Metalico’s common stock and warrants which are exercisable for shares of Metalico’s common stock.
Metalico has also agreed to terms of a definitive asset purchase agreement for a family-owned multi-yard fully integrated scrap metal recycling operation in Western Pennsylvania. The Company intends to use approximately $69 million of the net proceeds of the private placement for the purchase of the assets.
The total purchase price for the acquisition is $76 million (subject to additional closing adjustments based on the value of the inventory on hand), $69 million of which will be paid in cash and $7 million of which will be in shares of Metalico’s common stock having an aggregate value of $7 million determined at a price per share equal to 90% of the volume weighted average price for Metalico common stock on AMEX for the twenty trading days immediately preceding the closing date.
In connection with the private placement, Metalico will issue 7% senior convertible notes in the aggregate principal amount of $100 million, which notes will be convertible into shares of Metalico’s common stock at an initial conversion price of $14.00 per share. The notes will mature in April 2028 and are subject to certain redemption, repurchase and anti-dilution rights. In addition, Metalico will issue to the purchasers of the notes a total of 250,000 warrants for shares of Metalico’s common stock with a term of six years. The initial exercise price of the warrants will be $14.00 per share, subject to adjustment.
The Company intends to use the remaining net proceeds from the offering to fund potential acquisitions and for working capital purposes.