SPT - Magpul Industries Corp. Announces Proposed Senior Secured Notes Offering

PR Newswire

AUSTIN, Texas , June 15, 2021 /PRNewswire/ -- Magpul Industries Corp. ("Magpul" or "the Company"), announced today that it launched an offering to sell $300.0 million aggregate principal amount of its Senior Secured Second Lien Notes due 2028 (the "Senior Notes") in a private offering in reliance upon an exemption from the registration requirements of the Securities Act of 1933, as amended (the "Securities Act"), subject to market and other conditions.

The net proceeds from the offering will be used to (i) repay in full all outstanding secured term loans under Magpul's existing senior credit facility; (ii) pay fees and expenses incurred in connection with the offering and the refinancing of its senior credit facility; (iii) and pay a dividend to the existing shareholders of Magpul.

The Senior Notes will be offered and sold only to persons reasonably believed to be qualified institutional buyers in reliance on the exemption from registration set forth in Rule 144A under the Securities Act and outside the United States , only to non-U.S. persons in reliance on the exemption from registration set forth in Regulation S under the Securities Act. The Senior Notes and the related guarantees have not been and will not be registered under the Securities Act or the securities laws of any state or other jurisdiction and may not be offered or sold in the United States without registration or an applicable exemption from registration requirements or a transaction not subject to the registration requirements of the Securities Act or any state securities laws.

This press release does not constitute an offer to sell or the solicitation of an offer to buy any security, nor shall it constitute an offer, solicitation or sale in any jurisdiction in which such offer, solicitation or sale is unlawful prior to registration or qualification under the securities laws of any such jurisdiction. Any offers of the Senior Notes will be made only by means of a private offering memorandum.

About Magpul Industries Corp.

Magpul Industries Corp. is the defining brand in modern shooting accessories. The Company designs and manufactures a variety of products for a highly loyal and enthusiastic consumer base, including magazines, stocks, grips, sights, apparel, knives, storage / organization solutions, and a variety of other firearm accessories and outdoor products. The Company's target market includes (i) hunting and shooting enthusiasts, from casual users to elite competitors, (ii) military and law enforcement users who increasingly seek high performance customization and premium upgrades with good value, and (iii) avid outdoorspeople who seek reliable, rugged accessories and branded apparel consistent with their lifestyle. Magpul sell its products through a diverse network of wholesalers, original equipment manufacturer partners, big box retailers and e-commerce portals, including our website, www.magpul.com .

Forward-Looking Statements

Certain statements and information included in this release may constitute "forward looking statements" within the meaning of the federal securities laws. You can identify forward-looking statements because they contain words such as "anticipates", "believes", "contemplates", "estimates", "expects", "plans", "intends", "projections" "may," "will," "should," "would," "could," "seeks," "approximately" and similar expressions, as they relate to the Company and our business. Prospective investors are cautioned not to place undue reliance on these forward-looking statements. We undertake no obligation to make any revisions to these forward-looking statements to reflect events or circumstances after the date of this press release or to reflect the occurrence of unanticipated events.

Such statements or  information, including, but not limited to, those regarding the offering and the use of proceeds therefrom, are based on currently available information and are subject to various risks and uncertainties that could cause actual results to differ materially from Magpul Industries Corp.'s present expectations. Important factors that could cause actual results to differ materially from those indicated by such forward-looking statements include, without limitation, the overall level of consumer demand for our products; general economic conditions and other factors affecting consumer confidence, preferences, and behavior and the offering; disruption and volatility in the global currency, capital and credit markets; the financial strength of the Company's customers; our ability to implement our business strategy, including continued product innovation; our ability to access sufficient capital to maintain our business operations; changes in public opinion relating to the manufacture, sale, and use of firearms and related accessories by our customers; the impact of political or legislative changes relating to firearms, ammunition, and related accessories, including without limitation, executive orders, executive actions, enactment of restrictive state or federal laws; our exposure to product liability or product warranty claims and other loss contingencies; disruptions and other impacts to our business, as a result of government actions and restrictive measures implemented in response to the COVID-19 pandemic; stability of our manufacturing facilities, contract manufacturers, and suppliers; the impact that extreme weather or global climate change trends may have on Magpul and its suppliers and customers; our ability to protect patents, trademarks and other intellectual property rights globally; any breaches of, or interruptions in, our information systems; the ability of our information technology systems or information security systems to operate effectively, including as a result of security breaches, viruses, hackers, malware, natural disasters, vendor business interruptions or other causes; our ability to properly maintain, protect, repair or upgrade our information technology systems or information security systems, or problems with our transitioning to upgraded or replacement systems; the impact of adverse publicity about Magpul and/or its brands, including without limitation, through social media or in connection with brand damaging events and/or public perception; fluctuations in the price, availability and quality of raw materials and contracted products; banking and/or insurance discrimination against companies that work in the firearms industry; and changes in tax laws and liabilities, tariffs, legal, regulatory, political and economic risks.

We caution you that the important factors referenced above may not contain all of the factors that are important to you in making a decision to invest in the Senior Notes. Undue reliance should not be placed on such forward-looking statements, as such statements speak only as of the date on which they are made and Magpul Industries Corp. undertakes no obligation to update such statements, except as required by law.

SOURCE Magpul Industries