Park-Ohio Industries, Inc. Launches Cash Tender Offer and Consent Solicitation for Its Outstanding Senior Subordinated Notes Due 2014

CLEVELAND, March 8, 2011 /PRNewswire/ -- Park-Ohio Industries, Inc., a subsidiary of Park-Ohio Holdings Corp. , announced today that it is commencing a cash tender offer to purchase any and all of its outstanding $183.8 million aggregate principal amount of 8 3/8% senior subordinated notes due 2014 that are not currently held by its affiliates. The tender offer is being made pursuant to an Offer to Purchase and Consent Solicitation Statement and a related Consent and Letter of Transmittal, dated March 8, 2011. The tender offer is scheduled to expire at midnight, New York City time, on April 4, 2011, unless extended or earlier terminated.

In conjunction with the tender offer, Park-Ohio Industries will be soliciting consents to proposed amendments to the indenture governing the notes. The amendments would eliminate substantially all restrictive covenants and certain events of default and shorten the minimum period required to deliver notice of redemption of the notes to holders.

Holders that tender their notes will be required to consent to the proposed amendments, and holders that consent to the proposed amendments will be required to tender their notes. Tenders of notes may be validly withdrawn and consents may be validly revoked at any time prior to 5:00 p.m., New York City time, on March 21, 2011. Tenders of notes and deliveries of consents made after 5:00 p.m., New York City time, on March 21, 2011 may not be validly withdrawn or revoked unless Park-Ohio Industries is required by law to permit withdrawal.

The total consideration offered is an amount, paid in cash, equal to $1,030.42 for each $1,000 principal amount of the notes validly tendered and accepted for purchase, plus accrued and unpaid interest to, but not including, the settlement date. The total consideration includes a consent premium of $30.00 for each $1,000 principal amount of notes accepted for purchase that were validly tendered and not withdrawn prior to 5:00 p.m., New York City time, on March 21, 2011. Holders that tender their notes after that time but prior to the expiration of the tender offer will be eligible to receive $1,000.42 for each $1,000 principal amount of notes validly tendered and accepted for payment, plus accrued and unpaid interest to, but not including, the settlement date. Park-Ohio Industries intends to finance the tender offer and pay the consent premium and related fees and expenses with the net proceeds from the issuance of new long-term debt.

The tender offer is conditioned upon the financing of the new long-term debt issuance on terms and conditions satisfactory to Park-Ohio Industries as well as other general conditions. The exact terms and conditions of the tender offer and consent solicitation are specified in, and qualified in their entirety by, the Offer to Purchase and Consent Solicitation Statement and related materials that are being distributed to holders of the notes.

Park-Ohio Industries has retained Barclays Capital Inc. and J.P. Morgan Securities LLC to serve as the Dealer Managers for the tender offer. Questions regarding the tender offer may be directed to Barclays Capital Inc. at [phone] (toll free) or [phone] (collect) and to J.P. Morgan Securities LLC at [phone] (toll free) and [phone] (collect). Requests for documents may be directed to Global Bondholder Services Corporation, the Information Agent for the tender offer, and banks and brokers can call collect at [phone], all others can call toll free at [phone].

This press release is not an offer to purchase or a solicitation of consents, which may be made only pursuant to the terms of the Offer to Purchase and Consent Solicitation Statement and related materials and in accordance with applicable securities laws. This press release shall not constitute a notice of redemption of the notes.

This press release contains forward-looking statements that are subject to certain risks, uncertainties and assumptions, including the ability to satisfy the conditions to consummate the tender offer or to receive the requisite consents to amend the indenture governing the notes. Should one or more of these risks or uncertainties materialize, or should underlying assumptions prove incorrect, actual results may vary materially from those anticipated, estimated or projected. These and other risks and assumptions are described in the Park-Ohio Industries' reports that are available from the United States Securities and Exchange Commission. The Park-Ohio Industries assumes no obligation to update the information in this release.

Park-Ohio Holdings Corp.

CONTACT: Edward F. Crawford, Park-Ohio Holdings Corp., [phone]

Web site: http://www.pkoh.com/