Barnes Group Inc. Delivers Company Notice to Holders of 3.375% Convertible Senior Subordinated Notes Due March 2027

  Barnes Group Inc. Delivers Company Notice to Holders of 3.375% Convertible
  Senior Subordinated Notes Due March 2027

Business Wire

BRISTOL, Conn. -- March 20, 2014

Barnes Group Inc. (NYSE: B) today announced that it has notified The Bank of
New York Mellon Trust Company, N.A., trustee under the indenture (the
“Indenture”) for the Company’s 3.375% Convertible Senior Subordinated Notes
Due 2027 (the “Notes”), CUSIP No. 067806AD1, and the holders of the Notes that
such holders are entitled to convert the Notes due to the closing price of the
Company’s common stock exceeding 130% of the Notes’ conversion price for at
least 20 trading days out of the last 30 consecutive trading days in the
quarter ending March 31, 2014. Holders of the Notes may convert them in
accordance with, and subject to, the terms of the Indenture, during the fiscal
quarter ending June 30, 2014, into cash, and to the extent that the conversion
value as specified in the Indenture exceeds $1,000 per Note, a residual value
amount in shares of the Company’s common stock, determined in accordance with
the Indenture. The Company has the option to elect to pay all or a portion of
any residual value amount in cash in lieu of shares of its common stock
otherwise issuable upon conversion of the Notes.

Holders of the Notes desiring to exercise their conversion right should
contact The Bank of New York Mellon Trust Company, N.A., the Conversion Agent
for the Notes, at the following address:

c/o The Bank of New York Mellon
Corporate Trust Department – Reorganization Unit
111 Sanders Creek Parkway
East Syracuse, NY 13057
Attn: Chris Landers
Telephone: (315) 414-3362
Facsimile: (732) 667-9408

In addition the Company has determined that in accordance with the Indenture,
Contingent Interest, as defined in the Indenture, is payable on the Notes
during the period commencing on, and including, March 20, 2014 and ending on,
and including, September 14, 2014. The Contingent Interest obligation arises
under the Indenture because the average trading price of the Notes was equal
to 120% or more of the principal amount of the Notes for the relevant
measurement period. The amount of contingent interest payable on each $1,000
principal amount of Notes equals 0.25% per annum of the average Trading Price,
determined as provided in the Indenture, per $1,000 principal amount of Notes
for the five trading days ending on March 18, 2014. The Company has determined
the amount of contingent interest for the six month Contingent Interest period
to be $1.66 per $1,000 principal amount of Notes. Contingent interest will be
payable to holders of the Notes in the same manner and at the same time as
payment of interest on the Notes.

About Barnes Group

Founded in 1857, Barnes Group Inc. (NYSE: B) is an international industrial
and aerospace manufacturer and service provider, serving a wide range of end
markets and customers. The products and services provided by Barnes Group are
used in far-reaching applications that provide transportation, communication,
manufacturing and technology to the world. Barnes Group’s approximately 4,300
dedicated employees, at more than 60 locations worldwide, are committed to
achieving consistent and sustainable profitable growth. For more information,


Barnes Group Inc.
William Pitts
Director, Investor Relations
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