|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.
@ThingsExpo has been named the Top 5 Most Influential M2M Brand by Onalytica in the ‘Machine to Machine: Top 100 Influencers and Brands.' Onalytica analyzed the online debate on M2M by looking at over 85,000 tweets to provide the most influential individuals and brands that drive the discussion. According to Onalytica the "analysis showed a very engaged community with a lot of interactive tweets. The M2M discussion seems to be more fragmented and driven by some of the major brands present in the...
Oct. 22, 2016 01:45 PM EDT Reads: 11,236
So you think you are a DevOps warrior, huh? Put your money (not really, it’s free) where your metrics are and prove it by taking The Ultimate DevOps Geek Quiz Challenge, sponsored by DevOps Summit. Battle through the set of tough questions created by industry thought leaders to earn your bragging rights and win some cool prizes.
Oct. 22, 2016 01:45 PM EDT Reads: 3,679
As data explodes in quantity, importance and from new sources, the need for managing and protecting data residing across physical, virtual, and cloud environments grow with it. Managing data includes protecting it, indexing and classifying it for true, long-term management, compliance and E-Discovery. Commvault can ensure this with a single pane of glass solution – whether in a private cloud, a Service Provider delivered public cloud or a hybrid cloud environment – across the heterogeneous enter...
Oct. 22, 2016 01:15 PM EDT Reads: 1,341
SYS-CON Events announced today that Transparent Cloud Computing (T-Cloud) Consortium will exhibit at the 19th International Cloud Expo®, which will take place on November 1–3, 2016, at the Santa Clara Convention Center in Santa Clara, CA. The Transparent Cloud Computing Consortium (T-Cloud Consortium) will conduct research activities into changes in the computing model as a result of collaboration between "device" and "cloud" and the creation of new value and markets through organic data proces...
Oct. 22, 2016 12:45 PM EDT Reads: 1,265
The Internet of Things (IoT), in all its myriad manifestations, has great potential. Much of that potential comes from the evolving data management and analytic (DMA) technologies and processes that allow us to gain insight from all of the IoT data that can be generated and gathered. This potential may never be met as those data sets are tied to specific industry verticals and single markets, with no clear way to use IoT data and sensor analytics to fulfill the hype being given the IoT today.
Oct. 22, 2016 12:45 PM EDT Reads: 2,303
SYS-CON Events announced today that MathFreeOn will exhibit at the 19th International Cloud Expo, which will take place on November 1–3, 2016, at the Santa Clara Convention Center in Santa Clara, CA. MathFreeOn is Software as a Service (SaaS) used in Engineering and Math education. Write scripts and solve math problems online. MathFreeOn provides online courses for beginners or amateurs who have difficulties in writing scripts. In accordance with various mathematical topics, there are more tha...
Oct. 22, 2016 12:30 PM EDT Reads: 915
Governments around the world are adopting Safe Harbor privacy provisions to protect customer data from leaving sovereign territories. Increasingly, global companies are required to create new instances of their server clusters in multiple countries to keep abreast of these new Safe Harbor laws. Is it worth it? In his session at 19th Cloud Expo, Adam Rogers, Managing Director of Anexia, Inc., will discuss how to keep your data legal and still stay in business.
Oct. 22, 2016 11:30 AM EDT Reads: 1,410
More and more brands have jumped on the IoT bandwagon. We have an excess of wearables – activity trackers, smartwatches, smart glasses and sneakers, and more that track seemingly endless datapoints. However, most consumers have no idea what “IoT” means. Creating more wearables that track data shouldn't be the aim of brands; delivering meaningful, tangible relevance to their users should be. We're in a period in which the IoT pendulum is still swinging. Initially, it swung toward "smart for smar...
Oct. 22, 2016 11:30 AM EDT Reads: 529
@ThingsExpo has been named the Top 5 Most Influential Internet of Things Brand by Onalytica in the ‘The Internet of Things Landscape 2015: Top 100 Individuals and Brands.' Onalytica analyzed Twitter conversations around the #IoT debate to uncover the most influential brands and individuals driving the conversation. Onalytica captured data from 56,224 users. The PageRank based methodology they use to extract influencers on a particular topic (tweets mentioning #InternetofThings or #IoT in this ...
Oct. 22, 2016 11:00 AM EDT Reads: 8,242
P2P RTC will impact the landscape of communications, shifting from traditional telephony style communications models to OTT (Over-The-Top) cloud assisted & PaaS (Platform as a Service) communication services. The P2P shift will impact many areas of our lives, from mobile communication, human interactive web services, RTC and telephony infrastructure, user federation, security and privacy implications, business costs, and scalability. In his session at @ThingsExpo, Robin Raymond, Chief Architect...
Oct. 22, 2016 10:45 AM EDT Reads: 3,626
Successful transition from traditional IT to cloud computing requires three key ingredients: an IT architecture that allows companies to extend their internal best practices to the cloud, a cost point that allows economies of scale, and automated processes that manage risk exposure and maintain regulatory compliance with industry regulations (FFIEC, PCI-DSS, HIPAA, FISMA). The unique combination of VMware, the IBM Cloud, and Cloud Raxak, a 2016 Gartner Cool Vendor in IT Automation, provides a co...
Oct. 22, 2016 10:45 AM EDT Reads: 1,153
SYS-CON Events announced today that SoftNet Solutions will exhibit at the 19th International Cloud Expo, which will take place on November 1–3, 2016, at the Santa Clara Convention Center in Santa Clara, CA. SoftNet Solutions specializes in Enterprise Solutions for Hadoop and Big Data. It offers customers the most open, robust, and value-conscious portfolio of solutions, services, and tools for the shortest route to success with Big Data. The unique differentiator is the ability to architect and ...
Oct. 22, 2016 10:15 AM EDT Reads: 560
SYS-CON Events announced today that Niagara Networks will exhibit at the 19th International Cloud Expo, which will take place on November 1–3, 2016, at the Santa Clara Convention Center in Santa Clara, CA. Niagara Networks offers the highest port-density systems, and the most complete Next-Generation Network Visibility systems including Network Packet Brokers, Bypass Switches, and Network TAPs.
Oct. 22, 2016 09:30 AM EDT Reads: 1,268
In an era of historic innovation fueled by unprecedented access to data and technology, the low cost and risk of entering new markets has leveled the playing field for business. Today, any ambitious innovator can easily introduce a new application or product that can reinvent business models and transform the client experience. In their Day 2 Keynote at 19th Cloud Expo, Mercer Rowe, IBM Vice President of Strategic Alliances, and Raejeanne Skillern, Intel Vice President of Data Center Group and ...
Oct. 22, 2016 09:15 AM EDT Reads: 1,418
SYS-CON Events announced today that Embotics, the cloud automation company, will exhibit at the 19th International Cloud Expo, which will take place on November 1–3, 2016, at the Santa Clara Convention Center in Santa Clara, CA. Embotics is the cloud automation company for IT organizations and service providers that need to improve provisioning or enable self-service capabilities. With a relentless focus on delivering a premier user experience and unmatched customer support, Embotics is the fas...
Oct. 22, 2016 09:15 AM EDT Reads: 735