|By Business Wire||
|July 16, 2014 04:02 PM EDT||
Ferro Corporation (NYSE: FOE, the “Company”) announced today that it has commenced a tender offer for all $250 million of its outstanding 7.875% Senior Notes due 2018 (the “Notes”). Ferro also announced a concurrent consent solicitation to amend the indenture governing the Notes. The Tender Offer and the Consent Solicitation (each as defined below) are being made on the terms and subject to the conditions set forth in the Offer to Purchase and Consent Solicitation Statement dated July 16, 2014, as described below. J.P. Morgan Securities LLC is acting as the Dealer Manager for the Tender Offer and as the Solicitation Agent for the Consent Solicitation and Global Bondholder Services Corporation is acting as Information Agent for the Tender Offer and as Tender Agent for the Consent Solicitation. In order to receive the Total Consideration (as described below) in the Tender Offer and Consent Solicitation, holders of Notes must validly tender and not withdraw their Notes by 5:00 p.m., New York City time, on July 30, 2014. The Tender Offer and the Consent Solicitation will expire at Midnight, New York City time, at the end of August 12, 2014, unless extended or earlier terminated by Ferro. The consideration offered to holders of the Notes is described below.
Details of the Tender Offer and Consent Solicitation
Ferro has commenced a tender offer (the "Tender Offer") for the outstanding Notes. Ferro has also commenced a concurrent consent solicitation (the “Consent Solicitation”) to solicit consents for proposed amendments (the “Proposed Amendments”) to the Indenture, dated August 24, 2010, by and between Ferro and Wilmington Trust, National Association (successor by merger to Wilmington Trust FSB), as trustee (the “Trustee”), as supplemented by the First Supplemental Indenture, dated August 24, 2010, by and between Ferro and the Trustee (collectively, the "Indenture"), under which the Notes were issued. The Tender Offer and the Consent Solicitation are being made on the terms and subject to the conditions set forth in the Offer to Purchase and Consent Solicitation Statement dated July 16, 2014 (the "Offer to Purchase") and the related Letter of Transmittal and Consent (the “Letter of Transmittal,” together with the Offer to Purchase, the “Tender Offer Documents”). Holders of Notes (“Holders”) that validly tender their Notes pursuant to the Tender Offer will be deemed to have consented to the proposed amendments to the Indenture. As a result of the adoption of the Proposed Amendments, substantially all of the restrictive covenants and certain events of default will be eliminated and other provisions contained in the Indenture will be modified.
The Tender Offer and the Consent Solicitation will expire at Midnight, New York City time, at the end of August 12, 2014 (the "Expiration Date"), unless extended or earlier terminated by Ferro. Holders must tender their Notes and not withdraw their Notes and provide their consent to the Proposed Amendments at or prior to 5:00 p.m., New York City time, on July 30, 2014, unless extended or earlier terminated (such time and date, as the same may be extended, the "Early Tender Deadline"), in order to be eligible to receive the Total Consideration. Holders who tender their Notes after the Early Tender Deadline and at or prior to the Expiration Date will only be eligible to receive the Tender Offer Consideration (as described below). Following the Expiration Date, the Company intends to redeem the balance of outstanding Notes, if any.
The Total Consideration for each $1,000 principal amount of Notes tendered on or prior to the Early Tender Deadline and accepted for purchase pursuant to the Tender Offer and Consent Solicitation will be $1,043.62. The Total Consideration includes the Tender Offer Consideration of $1,023.62 per $1,000 principal amount of the Notes and a consent payment of $20.00 per $1,000 principal amount of the Notes tendered.
In connection with the Tender Offer and Consent Solicitation, Ferro intends to enter into senior secured first lien credit facilities (“Credit Facilities”) in an aggregate amount of $500.0 million, consisting of (i) a senior secured term loan facility in an aggregate principal amount of $300.0 million and (ii) a senior secured revolving credit facility in an aggregate principal amount of $200.0 million (collectively, the “Debt Financing”).
The Tender Offer and Consent Solicitation are conditioned upon the satisfaction of certain conditions set forth in the Offer to Purchase, including, among other things, Ferro consummating the Debt Financing on terms reasonably satisfactory to Ferro and resulting in Credit Facilities with an aggregate principal amount of not less than $500.0 million.
J.P. Morgan Securities LLC is acting as the Dealer Manager for the Tender Offer and as the Solicitation Agent for the Consent Solicitation and Global Bondholder Services Corporation is acting as Information Agent for the Tender Offer and as Tender Agent for the Consent Solicitation.
None of Ferro, any member of its board of directors, the Dealer Manager, the Solicitation Agent, the Information Agent, the Tender Agent or the Trustee is making any recommendation to the holders of the Notes as to whether to tender or refrain from tendering their Notes pursuant to the Tender Offer or to deliver or refrain from delivering their consents to the Proposed Amendments pursuant to the Consent Solicitation. Holders of the Notes must decide whether they will tender pursuant to the Tender Offer and, if so, how many Notes they will tender.
The Tender Offer and the Consent Solicitation will be made only by means of the Tender Offer documents. Questions regarding the Tender Offer and Consent Solicitation may be directed by mail to J.P. Morgan Securities LLC at 383 Madison Avenue, New York, New York 10179, Attention: Liability Management Group, or by calling (800) 245-8812 (toll-free) or (212) 270-1200. Copies of the Tender Offer and Consent Solicitation documents may be obtained at no charge by directing a request by mail to Global Bondholder Services Corporation, 65 Broadway, Suite 404, New York, NY 10006, or by calling (212) 430-3774 (Banks and Brokers) and toll-free at 866-873-7700.
This press release shall not constitute an offer to sell nor the solicitation of an offer to buy the Notes. The Tender Offer and Consent Solicitation are not being made to Holders of Notes in any jurisdiction in which the making or acceptance thereof would not be in compliance with the securities, blue sky or other laws of such jurisdiction.
About Ferro Corporation
Ferro Corporation (http://www.ferro.com) is a leading global supplier of technology-based performance materials, including glass-based coatings, pigments and colors, and polishing materials. Ferro products are sold into the building and construction, automotive, appliances, electronics, household furnishings, and industrial products markets. Headquartered in Mayfield Heights, Ohio, the Company has approximately 4,020 employees globally and reported 2013 sales of $1.6 billion.
Cautionary Note on Forward-Looking Statements
Certain statements in this press release may constitute "forward-looking statements" within the meaning of Federal securities laws. These statements are subject to a variety of uncertainties, unknown risks and other factors concerning Ferro's operations and business environment. Important factors that could cause actual results to differ materially from those suggested by these forward-looking statements and that could adversely affect Ferro's future financial performance include the following:
- Ferro’s ability to successfully complete the disposition of its Polymer Additives business and refinance its existing revolving credit facility and the Notes, on commercially acceptable terms or at all;
- Demand in the industries into which Ferro sells its products may be unpredictable, cyclical, or heavily influenced by consumer spending;
- Ferro's ability to successfully implement its value creation strategy;
- Ferro’s ability to successfully implement and/or administer its cost-saving initiatives, including its restructuring programs and indirect spend optimization initiative, and to produce the desired results, including projected savings;
- Restrictive covenants in Ferro’s credit facilities could affect Ferro’s strategic initiatives and liquidity;
- Ferro’s ability to access capital markets, borrowings, or financial transactions, including Ferro’s ability to consummate the Debt Financing;
- The effectiveness of Ferro’s efforts to improve operating margins through sales growth, price increases, productivity gains, and improved purchasing techniques;
- The impact of interruption, damage to, failure, or compromise of Ferro’s information systems;
- The availability of reliable sources of energy and raw materials at a reasonable cost;
- Currency conversion rates and economic, social, regulatory, and political conditions around the world;
- Ferro’s presence in certain geographic regions, including Latin America and Asia-Pacific, where it can be difficult to compete lawfully;
- Increasingly aggressive domestic and foreign governmental regulations on hazardous materials and regulations affecting health, safety and the environment;
- Ferro’s ability to successfully introduce new products or enter into new growth markets;
- Ferro’s ability to complete future acquisitions or dispositions, or successfully integrate future acquisitions;
- Sale of products into highly regulated industries;
- Limited or no redundancy for certain of Ferro’s manufacturing facilities and possible interruption of operations at those facilities;
- Competitive factors, including intense price competition;
- Ferro’s ability to protect its intellectual property or to successfully resolve claims of infringement brought against Ferro;
- The impact of operating hazards and investments made in order to meet stringent environmental, health and safety regulations;
- Management of Ferro’s general and administrative expenses;
- Ferro’s multi-jurisdictional tax structure;
- The impact of Ferro’s performance on its ability to utilize significant deferred tax assets;
- The effectiveness of strategies to increase Ferro’s return on invested capital;
- Stringent labor and employment laws and relationships with Ferro’s employees;
- The impact of requirements to fund employee benefit costs, especially post-retirement costs;
- Implementation of new business processes and information systems;
- Exposure to lawsuits in the normal course of business;
- Risks and uncertainties associated with intangible assets;
- Ferro’s borrowing costs could be affected adversely by interest rate increases;
- Liens on Ferro’s assets by its lenders affect its ability to dispose of property and businesses;
- Ferro may not pay dividends on its common stock in the foreseeable future;
- A decision by Ferro not to redeem any Notes not tendered in the Tender Offer; and
- Other factors affecting Ferro’s business that are beyond its control, including disasters, accidents and governmental actions.
The risks and uncertainties identified above are not the only risks Ferro faces. Additional risks and uncertainties not presently known to Ferro or that it currently believes to be immaterial also may adversely affect Ferro. Should any known or unknown risks and uncertainties develop into actual events, these developments could have material adverse effects on Ferro’s business, financial condition and results of operations.
This release contains time-sensitive information that reflects management’s best analysis only as of the date of this release. Ferro does not undertake any obligation to publicly update or revise any forward-looking statements to reflect future events, information, or circumstances that arise after the date of this release. Additional information regarding these risks can be found in Ferro’s Annual Report on Form 10-K for the year ended December 31, 2013.
DevOps is often described as a combination of technology and culture. Without both, DevOps isn't complete. However, applying the culture to outdated technology is a recipe for disaster; as response times grow and connections between teams are delayed by technology, the culture will die. A Nutanix Enterprise Cloud has many benefits that provide the needed base for a true DevOps paradigm.
Mar. 24, 2017 08:00 PM EDT Reads: 1,492
My team embarked on building a data lake for our sales and marketing data to better understand customer journeys. This required building a hybrid data pipeline to connect our cloud CRM with the new Hadoop Data Lake. One challenge is that IT was not in a position to provide support until we proved value and marketing did not have the experience, so we embarked on the journey ourselves within the product marketing team for our line of business within Progress. In his session at @BigDataExpo, Sum...
Mar. 24, 2017 06:30 PM EDT Reads: 2,597
Your homes and cars can be automated and self-serviced. Why can't your storage? From simply asking questions to analyze and troubleshoot your infrastructure, to provisioning storage with snapshots, recovery and replication, your wildest sci-fi dream has come true. In his session at @DevOpsSummit at 20th Cloud Expo, Dan Florea, Director of Product Management at Tintri, will provide a ChatOps demo where you can talk to your storage and manage it from anywhere, through Slack and similar services ...
Mar. 24, 2017 06:30 PM EDT Reads: 4,099
What sort of WebRTC based applications can we expect to see over the next year and beyond? One way to predict development trends is to see what sorts of applications startups are building. In his session at @ThingsExpo, Arin Sime, founder of WebRTC.ventures, will discuss the current and likely future trends in WebRTC application development based on real requests for custom applications from real customers, as well as other public sources of information,
Mar. 24, 2017 05:30 PM EDT Reads: 360
SYS-CON Events announced today that SoftLayer, an IBM Company, has been named “Gold Sponsor” of SYS-CON's 18th Cloud Expo, which will take place on June 7-9, 2016, at the Javits Center in New York, New York. SoftLayer, an IBM Company, provides cloud infrastructure as a service from a growing number of data centers and network points of presence around the world. SoftLayer’s customers range from Web startups to global enterprises.
Mar. 24, 2017 05:15 PM EDT Reads: 1,285
SYS-CON Events announced today that Ocean9will exhibit at SYS-CON's 20th International Cloud Expo®, which will take place on June 6-8, 2017, at the Javits Center in New York City, NY. Ocean9 provides cloud services for Backup, Disaster Recovery (DRaaS) and instant Innovation, and redefines enterprise infrastructure with its cloud native subscription offerings for mission critical SAP workloads.
Mar. 24, 2017 04:45 PM EDT Reads: 1,758
Have you ever noticed how some IT people seem to lead successful, rewarding, and satisfying lives and careers, while others struggle? IT author and speaker Don Crawley uncovered the five principles that successful IT people use to build satisfying lives and careers and he shares them in this fast-paced, thought-provoking webinar. You'll learn the importance of striking a balance with technical skills and people skills, challenge your pre-existing ideas about IT customer service, and gain new in...
Mar. 24, 2017 04:30 PM EDT Reads: 2,252
SYS-CON Events announced today that Juniper Networks (NYSE: JNPR), an industry leader in automated, scalable and secure networks, will exhibit at SYS-CON's 20th International Cloud Expo®, which will take place on June 6-8, 2017, at the Javits Center in New York City, NY. Juniper Networks challenges the status quo with products, solutions and services that transform the economics of networking. The company co-innovates with customers and partners to deliver automated, scalable and secure network...
Mar. 24, 2017 04:30 PM EDT Reads: 1,025
Interoute has announced the integration of its Global Cloud Infrastructure platform with Rancher Labs’ container management platform, Rancher. This approach enables enterprises to accelerate their digital transformation and infrastructure investments. Matthew Finnie, Interoute CTO commented “Enterprises developing and building apps in the cloud and those on a path to Digital Transformation need Digital ICT Infrastructure that allows them to build, test and deploy faster than ever before. The int...
Mar. 24, 2017 04:30 PM EDT Reads: 495
VeriStor Systems has announced that CRN has named VeriStor to its 2017 Managed Service Provider (MSP) 500 list in the Elite 150 category. This annual list recognizes North American solution providers with cutting-edge approaches to delivering managed services. Their offerings help companies navigate the complex and ever-changing landscape of IT, improve operational efficiencies, and maximize their return on IT investments. In today’s fast-paced business environments, MSPs play an important role...
Mar. 24, 2017 03:00 PM EDT Reads: 2,103
DevOps is often described as a combination of technology and culture. Without both, DevOps isn't complete. However, applying the culture to outdated technology is a recipe for disaster; as response times grow and connections between teams are delayed by technology, the culture will die. A Nutanix Enterprise Cloud has many benefits that provide the needed base for a true DevOps paradigm. In his Day 3 Keynote at 20th Cloud Expo, Chris Brown, a Solutions Marketing Manager at Nutanix, will explore t...
Mar. 24, 2017 02:45 PM EDT Reads: 2,543
What if you could build a web application that could support true web-scale traffic without having to ever provision or manage a single server? Sounds magical, and it is! In his session at 20th Cloud Expo, Chris Munns, Senior Developer Advocate for Serverless Applications at Amazon Web Services, will show how to build a serverless website that scales automatically using services like AWS Lambda, Amazon API Gateway, and Amazon S3. We will review several frameworks that can help you build serverle...
Mar. 24, 2017 01:30 PM EDT Reads: 1,540
SYS-CON Events announced today that Interoute, owner-operator of one of Europe's largest networks and a global cloud services platform, has been named “Bronze Sponsor” of SYS-CON's 20th Cloud Expo, which will take place on June 6-8, 2017 at the Javits Center in New York, New York. Interoute is the owner-operator of one of Europe's largest networks and a global cloud services platform which encompasses 12 data centers, 14 virtual data centers and 31 colocation centers, with connections to 195 add...
Mar. 24, 2017 01:15 PM EDT Reads: 553
SYS-CON Events announced today that Linux Academy, the foremost online Linux and cloud training platform and community, will exhibit at SYS-CON's 20th International Cloud Expo®, which will take place on June 6-8, 2017, at the Javits Center in New York City, NY. Linux Academy was founded on the belief that providing high-quality, in-depth training should be available at an affordable price. Industry leaders in quality training, provided services, and student certification passes, its goal is to c...
Mar. 24, 2017 01:15 PM EDT Reads: 3,835
SYS-CON Events announced today that Telecom Reseller has been named “Media Sponsor” of SYS-CON's 20th International Cloud Expo, which will take place on June 6–8, 2017, at the Javits Center in New York City, NY. Telecom Reseller reports on Unified Communications, UCaaS, BPaaS for enterprise and SMBs. They report extensively on both customer premises based solutions such as IP-PBX as well as cloud based and hosted platforms.
Mar. 24, 2017 12:45 PM EDT Reads: 1,855