UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE
SECURITIES EXCHANGE ACT OF 1934
(Amendment No. )
Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐
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☐ | Preliminary Proxy Statement | |
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☐ | Definitive Proxy Statement | |
☐ | Definitive Additional Materials | |
☒ | Soliciting Material Pursuant to §240.14a-12 |
GLOBAL BRASS AND COPPER HOLDINGS, INC.
(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
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GBC Overview - May 2019
Additional Information and Where to Find ItThis communication may be deemed to be solicitation material in respect of the proposed acquisition of the Company by Wieland. In connection with the proposed transaction, the Company intends to file with the Securities and Exchange Commission (SEC) and furnish to its stockholders a proxy statement and other relevant documents which will be mailed or otherwise disseminated to its stockholders when it becomes available. BEFORE MAKING ANY VOTING DECISION, THE COMPANY’S STOCKHOLDERS ARE ADVISED TO READ THE PROXY STATEMENT WHEN IT BECOMES AVAILABLE (INCLUDING ALL AMENDMENTS AND SUPPLEMENTS THERETO) BECAUSE IT WILL CONTAIN IMPORTANT INFORMATION ABOUT THE MERGER. Investors may obtain a free copy of the proxy statement (when it becomes available) and other relevant documents filed by the Company with the SEC at the SEC’s Web site at http://www.sec.gov. The proxy statement and such other documents once filed by the Company with the SEC may also be obtained for free from the Investor Relations section of the Company’s web site (https://ir.gbcholdings.com/) or by directing a request to: Global Brass and Copper Holdings, Inc., 475 N. Martingale Road, Suite 1200, Schaumburg, IL 60173, Attention: Investor Relations. Participants in SolicitationThe Company and its officers and directors may be deemed to be participants in the solicitation of proxies from the stockholders of the Company in connection with the proposed transaction. Information about the Company’s executive officers and directors is set forth in its Annual Report on Form 10-K, which was filed with the SEC on February 28, 2019, and the proxy statements for its 2019 annual meeting of stockholders, which was filed with the SEC on March 29, 2019. Investors may obtain more detailed information regarding the direct and indirect interests of the Company and its executive officers and directors in the acquisition by reading the preliminary and definitive proxy statement regarding the proposed transaction when it is filed with the SEC. When available, you may obtain free copies of these documents as described in the preceding paragraph. Forward-Looking StatementsCertain statements contained in this document constitute forward-looking statements as such term is defined in Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, and such statements are intended to be covered by the safe harbor provided by the same. When used in this document, the words “believe,” “expect,” “anticipate,” “estimate,” “plan,” “continue,” “intend,” “should,” “may” or similar expressions are intended to identify forward-looking statements. Statements regarding whether and when the proposed transaction will be consummated and the anticipated benefits thereof, among others, may be forward-looking. This document contains forward-looking statements that involve risks and uncertainties concerning Wieland’s proposed acquisition of the Company, the Company’s expected financial performance, as well as the Company’s strategic and operational plans. Actual events or results may differ materially from those described in this document due to a number of risks and uncertainties. The potential risks and uncertainties include, among others, the possibility that the Company may be unable to obtain required stockholder approval or that other conditions to closing the proposed transaction may not be satisfied, such that the proposed transaction will not close or that the closing may be delayed; general economic conditions; the proposed transaction may involve unexpected costs, liabilities or delays; risks that the transaction disrupts current plans and operations of the Company; the outcome of any legal proceedings related to the transaction; the occurrence of any event, change or other circumstances that could give rise to the termination of the transaction agreement. For more details on these and other potential risks and uncertainties, please refer to the proxy statement when filed and the documents that the Company files with the SEC on Forms 10-K, 10-Q and 8-K. All forward-looking statements speak only as of the date of this document or, in the case of any document incorporated by reference, the date of that document. The Company is under no duty to update any of the forward-looking statements after the date of this document to conform to actual results, except as required by applicable law. May 2019 2
Global Brass and Copper Leading value-added converter, fabricator and distributor of specialized non-ferrous productsNYSE: BRSS ~1,900 employees worldwide servicing nearly 4,200 customers in 28 countries Culture centered on safety, accountability, teamwork, product quality, outstanding service and continuous improvement Produces finished products from primarily recycled and processed scrap; leader in high performance alloys and lead-free metals with Eco Brass 2018 Adjusted EBITDA - $122mm Balanced Business Mix
Focus on specialized products in key industries Copper Wire GBC Products Metal Converters Sheet, Strip, Plate (SSP) Tube Alloy Rod Electro Deposited Foil 2018 Pounds Shipped – 565mm lbs. Key Industrial End Uses
Primarily domestic presence Puerto Rico 18 manufacturing and distribution sites (3 outside U.S.)
Excellent service, geographic reach and portfolio breadth Three operating segments: 12,000 sku’s, 50+ alloys Products Key Industries Leading manufacturer and supplier of brass rod, including environmentally friendly alloys Leading manufacturer, fabricator, and convertor of specialized copper and brass sheet, strip, foil, tube, & fabricated products Technical leader, processor and distributor of copper, brass, and aluminum sheet, strip & coated products Role Shipments: 256 mm lbs. Shipments: 212 mm lbs. Shipments: 135 mm lbs. 35% of sales 38% of sales 27% of sales Copper & brass sheet Copper foil Fabricated products Brass rods ECO ingots Engineered products Aluminum Copper Copper/brass rolled sheet Performance ^ 2018 conversion pounds before intercompany eliminations &% of 2018 net sales Building & HousingAutomotiveElectronicsMunitionsCoinage Building & HousingIndustrial MachineryTransportationElectronics Building & HousingAutomotiveElectronics
Founded in 1916 in East Alton, ILHQ: Louisville, KY~1,090 employeesPresident: Dale TaylorShips ~ 256mm lbs. (116k tons) of specialized copper and brass sheet, strip, foil, tube and fabricated products Unique product alloy setsQuality and service capabilitiesEstablishing commercial business rules and extracting proper valueTechnical depth and assistance AEBITDA/lb. OTP Industry Leading Asia Operations: OLM in China GMAP in Singapore
1837 origins; Montpelier facility opened 1965HQ: Montpelier, OH~340 employeesPresident: Devin DennerShips ~212mm lbs. (96k tons) of brass rod and engineered products Quality and service capabilitiesCustomer responsivenessTechnical depth and assistanceClosed loop scrap Industry Leading AEBITDA/lb. OTP
Started in 1922 in Rhode IslandHQ: Warwick, RI~430 employeesPresident: Greg KeownShips ~ 135mm lbs. (61k tons) of non-ferrous metal products Service and quality capabilitiesRed metals product and geographic breadthRed metals technical and commercial expertiseAluminum painted sheet AEBITDA/lb. OTP Industry Leading
Strategic imperatives Win with the Power of Our People processes systematizedpeople empowered and emboldenedaccountability welcomedpay for performanceagile and dynamicever-improving Strategic competencies Drive Commercial Exceptionalism Deliver the Best Supply Chain Achieve Manufacturing Excellence Embrace Technology
We employ Understanding where our capital is invested and where we make an adequate returnActively managing working capitalManaging a balanced book to avoid commodity price riskBeing commercially led – financially focused – data drivenIt’s about profitability, not volume or market shareMaximizing the profitability of assets rather than the throughput of plantsUnderstanding the relative profitability of all your products and knowing your customers’ next best alternative Asset management philosophy
How we do what we do by choice not by chance safety grounded by commitment, integrity, respect and accountability teamwork externally LOOK continually LEARN rapidly EVOLVE RISK appropriately agility everyone,always improvement commercially led financially focused data driven being commercially led – financially focused – data driven