NEWS RELEASE
STELCO INC.
*********************** Stelco provides post-restructuring update
HAMILTON, April 2 - Stelco Inc. today provided an information update following the company's emergence from its court-supervised restructuring as of midnight at the end of March 31, 2006. As the company indicated earlier that day, it had satisfied the conditions to implementation of its restructuring plan under the Companies' Creditors Arrangement Act ("CCAA") and the reorganization of its corporate structure under the Canada Business Corporations Act.
The transactions contemplated under these plans have been completed. The new Stelco is positioned to establish itself as a viable and competitive steel producer for the long term.
It has a new $600 million asset backed loan facility; a $375 million secured revolving term loan; a low interest loan of $150 million from the Province of Ontario; a plan in place to pay its pension plan deficiency, and $143,000,000 in new equity through the issuance of new common shares to Tricap Management Ltd., Sunrise Partners Limited Partnership, Appaloosa Management L.P., Mr. Rodney Mott (the company's new president and chief executive officer), and other former creditors that elected to receive additional common share equity in lieu of a portion of the cash distributions which they otherwise would have received. A new board of directors has assumed office.
Its members, as announced on previous occasions, are Messrs. Courtney Pratt (Chairman), Dennis Belcher, Laurie Bennett, Steve Cohn, Pierre Dupuis, Peter Gordon, John Lacey, Cyrus Madon and Tony Molluso. Upon the company's emergence from the CCAA process and the assumption of office by the new board of directors, the resolution appointing Rodney Mott as Stelco's president and chief executive officer as of April 1, 2006 took immediate effect. The board of directors has authorized a personal investment in the company by Mr. Mott, who will purchase 1 million new common shares of the company at a purchase price of $5.50 per share, for total proceeds of $5.5 million.
The transaction is expected to be completed on Monday, April 3, 2006.
The board has also adopted an employee stock option plan subject to necessary approvals.
Like similar plans in other companies, it is designed to assist in the retention and motivation of key employees.
The plan is also intended to assist in the company's pursuit of improved shareholder value and long-term financial performance. 2.61 million new common shares are reserved for issuance under the stock option plan.
The board has now allotted 1.94 million of those shares, including an allotment to Mr. Mott of stock options for the purchase of 1.04 million of those 1.94 million shares, at an exercise price of $5.50 per new common share.
The options will vest over a four-year period in equal installments on a semi-annual basis beginning in September 2006. A number of new securities issued in connection with Stelco's restructuring plan will be listed and commence trading on the Toronto Stock Exchange on Monday, April 3, 2006.
The new common shares, carrying one vote per share, will trade under the stock symbol STE.
The new secured floating rate notes, to be quoted and traded in U.S. funds, will trade under the stock symbol STE.NT.U.
The new warrants, each of which entitles the holder to purchase one new common share at a price of $11.00 on or after June 28, 2006 until March 31, 2013, will trade under the stock symbol STE.WT. The securities and cash being distributed to affected creditors under the restructuring plan will be distributed on Monday, April 3, 2006.
However, no securities or cash are being distributed to affected creditors who held the 9.5 percent convertible subordinated debentures due 2007 which the court supervising Stelco's restructuring has ordered be held by the monitor, in trust, pending resolution of the litigation over the entitlement to these distributions.
Also, with respect to affected creditors who held Stelco's 8 percent debentures due 2006 or 10.4 percent debentures due 2009, $2,200,000 and $1,800,000 respectively of the cash payable to those Affected Creditors has been paid to the respective trustees of those debentures, in trust, in respect of the litigation over the entitlement to the distributions as between the corporation's previous debenture holders. After taking into account the issuance of securities under the restructuring plan and to Mr. Mott and other employees, Stelco will then have outstanding: - 27,100,000 new common shares
- 2,269,600 new warrants - US$235,070,000 of new secured floating rate notes, plus options to purchase 1.94 million of the company's new common shares Interest on the new secured floating rate notes will be payable in semi-annual installments on March 31 and September 30 of each year and will float with the London Interbank Offering Rate.
The interest rate applicable from March 31, 2006 to September 30, 2006 is 10.61 percent.
Copies of indentures in respect of the new secured floating rate notes and the new warrants will be available at www.mccarthy.ca/en/ccaa/ today and will be posted on www.sedar.com early in the coming week. About Stelco
Stelco is one of Canada's longest-established steel companies.
It is focused on its two Ontario-based integrated steel businesses located in Hamilton and in Nanticoke.
These operations produce high quality value-added hot rolled, cold rolled, coated sheet and bar products.
This news release may contain forward-looking information with respect to the corporation's business operations, financial performance and conditions.
Actual results may differ from expected results for a variety of reasons including factors discussed in the corporation's management's discussion and analysis section of the corporation's 2005 annual report.
To learn more about Stelco and its businesses, please refer to our Web site at www.stelco.ca
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