Latrobe acquired by Carpenter Technology for $558 million

Client(s) Latrobe Specialty Metals, Inc.

Jones Day advised Latrobe Specialty Metals, Inc. in its acquisition by Carpenter Technology Corporation for $558 million. In the transaction, 8.1 million shares of Carpenter stock, subject to certain adjustments for working capital and pension, representing a current equity value of approximately $388 million (as of the time of initial announcement), will be issued to the current owners, including Hicks Equity Partners and The Watermill Group. Carpenter will also use up to $170 million in cash at closing to eliminate Latrobe debt and reimburse certain transaction costs. The transaction is structured as a reverse triangular merger whereby Latrobe will become a wholly-owned subsidiary of Carpenter and is expected to be tax-free to the Latrobe stockholders.

Hicks Equity Partners and The Watermill Group acquired Latrobe from The Timken Company in 2006. Jones Day advised Timken in that transaction.