20.06.2008 13:24:00
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Ferro Corporation to Launch Tender Offer for $200 Million in 9 1/8% Senior Notes Due 2009
Ferro Corporation (NYSE: FOE) (the "Company”)
today announced that it has commenced a cash tender offer to purchase
any and all of its outstanding $200 million aggregate principal amount
of 9 1/8% senior notes due in January 2009 (the "Notes”)
on the terms and subject to the conditions set forth in the Company's
Offer to Purchase and Consent Solicitation Statement dated June 20, 2008
(the "Offer to Purchase”).
The Company is also soliciting consents to certain proposed amendments
to the indenture governing the Notes to, among other things, eliminate
substantially all of the restrictive covenants, eliminate or modify
certain events of default and certain conditions to defeasance of the
Notes, and eliminate or modify related provisions contained in the
indenture. The tender offer documents more fully set forth the terms of
the tender offer and consent solicitation.
The tender offer will expire at 5:00 p.m., New York City time, on July
18, 2008 (the "Expiration Date”),
unless extended or terminated earlier by the Company. The Company
reserves the right to terminate, withdraw or amend the tender offer and
consent solicitation at any time subject to applicable law. Each holder
who validly tenders its Notes and delivers consents on or prior to 5:00
p.m., New York City time, on July 3, 2008 (the "Consent
Date”) will be entitled to a consent payment,
which is included in the total consideration described below, of $15.00
for each $1,000 principal amount of Notes tendered by such holder if
such Notes are accepted for purchase pursuant to the tender offer.
The total consideration for each $1,000 principal amount of Notes
validly tendered and not withdrawn prior to the Consent Date, and
accepted for purchase pursuant to the tender offer will be determined as
specified in the tender offer documents and will be equal to the present
value, minus accrued interest, on the applicable payment date for the
tender of Notes of (i) $1,000 on the maturity date of the notes and (ii)
the remaining scheduled interest payments on such Notes after the
payment date for the tender of Notes to January 1, 2009 (the "Redemption
Date"). The consideration will be determined using a basis of a yield to
the Redemption Date equal to the sum of (A) the yield on the 4.75% U.S.
Treasury note due December 31, 2008 (the "Reference Treasury Security"),
as calculated by Credit Suisse Securities (USA) LLC ("Credit Suisse"),
acting as dealer manager, in accordance with standard market practice,
based on the bid side price for the Reference Treasury Security on the
price determination date, as described in the tender offer documents,
plus (B) a fixed spread of 50 basis points. The Company will pay accrued
and unpaid interest up to, but not including, the applicable payment
date.
Credit Suisse will determine the actual pricing, based on the foregoing,
on July 3, 2008, although this price determination date may be extended
by the Company. The Company will publicly announce the pricing
information by issuing a press release prior to 9:00 am, New York City
time, on the day following the price determination date.
The Company intends to finance the purchase of the Notes and related
fees and expenses primarily through a new issuance of senior debt.
Holders who tender Notes are required to consent to the proposed
amendments to the indenture and the Notes. Any tender of Notes prior to
the Consent Date may be validly withdrawn and consents may be validly
revoked at any time prior to the Consent Date, but not thereafter except
under limited circumstances. The proposed amendments will not become
effective, however, until after a majority in aggregate principal amount
of the outstanding Notes, whose holders have delivered consents to the
proposed amendments, have been accepted for payment. Holders who tender
Notes after the Consent Date will not be entitled to receive the consent
payment.
The Company has reserved the right to accept for purchase at any time
following the Consent Date but prior to the Expiration Date (the "Early
Acceptance Time") all Notes then validly tendered. If the Company elects
to exercise this option, it will pay for such Notes on a date (the
"Early Payment Date") promptly following the Early Acceptance Time. On
the Early Payment Date, the Company will also pay accrued and unpaid
interest up to, but not including, the Early Payment Date on the Notes
accepted for purchase.
The Company’s obligation to accept for
purchase and to pay for Notes validly tendered and not withdrawn
pursuant to the tender offer and the consent solicitation is subject to
the satisfaction or waiver, in the Company’s
discretion, of certain conditions, which are more fully described in the
Offer to Purchase, including, among others, (i) the execution by the
Company and The Bank of New York Trust Company, N.A., as trustee, of the
Supplemental Indenture (as such term is defined in the Offer to
Purchase) which sets out the proposed amendments to the indenture
governing the Notes, (ii) holders of the Notes having delivered (and not
revoked) by the Consent Date consents representing not less than a
majority in aggregate principal amount of the Notes (excluding Notes
owned by the Company or any of its affiliates), (iii) holders of the
Notes having tendered (and not withdrawn) by the Expiration Date Notes
representing not less than a majority in aggregate principal amount of
the Notes (excluding Notes owned by the Company or any of its
affiliates), and (iv) the Company’s receipt
of sufficient proceeds from a new issuance of senior debt on or prior to
the Early Acceptance Time or the Final Acceptance Time (as such term is
defined in the Offer to Purchase), as the case may be, to fund
substantially all of the tender offer and the consent solicitation. The
complete terms and conditions of the tender offer and the consent
solicitation are set forth in the tender offer documents, which are
being sent to holders of Notes. Holders of Notes are urged to read the
tender offer documents carefully.
The Company has retained Credit Suisse to serve as the dealer manager
and solicitation agent for the tender offer and the consent
solicitation. Questions regarding the tender offer and the consent
solicitation may be directed to 212-325-4951 (collect). Requests for
documents may be directed to Morrow & Co., the Information Agent for the
tender offer, at 800-607-0088.
The tender offer and consent solicitation is being made solely by means
of the tender offer documents. Under no circumstances shall this press
release constitute an offer to purchase or the solicitation of an offer
to sell the Notes or any other securities of the Company or any other
person, nor shall there be any offer or sale of any Notes or other
securities in any state or jurisdiction in which such an offer,
solicitation or sale would be unlawful prior to registration or
qualification under the securities laws of any such jurisdiction. This
press release also is not a solicitation of consents to the proposed
amendments to the indenture and the Notes. No recommendation is made as
to whether holders of the Notes should tender their Notes or give their
consent.
About Ferro Corporation
Ferro Corporation (http://www.ferro.com)
is a leading global supplier of technology-based performance materials
for manufacturers. Ferro materials enhance the performance of products
in a variety of end markets, including electronics, solar energy,
telecommunications, pharmaceuticals, building and renovation,
appliances, automotive, household furnishings, and industrial products.
Headquartered in Cleveland, Ohio, the Company has approximately 6,300
employees globally and reported 2007 sales of $2.2 billion.
Cautionary Note on Forward-Looking
Statements
Certain statements in this Ferro 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 the Company’s
operations and business environment, which are difficult to predict and
often beyond the control of the Company. Important factors that could
cause actual results to differ materially from those suggested by these
forward-looking statements, and that could adversely affect the Company’s
future financial performance, include the following:
Our ability to obtain the financing for and consummate the tender
offer are subject to increases in interest rates and operating costs,
general volatility of the capital markets and our ability to access
the capital markets.
We depend on reliable sources of raw materials, including energy and
petroleum based materials, and other supplies at a reasonable cost,
but availability of such materials and supplies could be interrupted
and/or the prices charged for them could escalate.
The markets in which we participate are highly competitive and subject
to intense price competition.
We are striving to improve operating margins through sales growth,
price increases, productivity gains, and improved purchasing
techniques, but we may not be successful in achieving the desired
improvements.
We are engaged in restructuring programs to improve manufacturing
efficiency and reduce costs. If we are not successful in the execution
of our restructuring programs we will not realize the expected cost
savings.
Our products are sold into industries where demand is unpredictable,
cyclical or heavily influenced by consumer spending.
The global scope of our operations exposes us to risks related to
currency conversion and changing economic, social and political
conditions around the world.
We have a growing presence in the Asia-Pacific region where it can be
difficult for an American company to compete lawfully with local
competitors.
Regulatory authorities in the U.S., European Union and elsewhere are
taking a much more aggressive approach to regulating hazardous
materials and those regulations could affect our sales and operating
profits.
Our operations are subject to operating hazards and, as a result, to
stringent environmental, health and safety regulations and compliance
with those regulations could require us to make significant
investments.
We depend on external financial resources and any interruption in
access to capital markets or borrowings could adversely affect our
financial condition.
Interest rates on some of our external borrowings are variable and our
borrowing cost could be affected adversely by interest rate increases.
Many of our assets are encumbered by liens that have been granted to
lenders and those liens affect our flexibility in making timely
dispositions of property and businesses.
We are subject to a number of restrictive covenants in our credit
facilities and those covenants could affect our flexibility in funding
strategic initiatives.
We have significant deferred tax assets and our ability to utilize
these assets will depend on our future performance.
We are a defendant in several lawsuits that could have an adverse
effect on our financial condition and/or financial performance, unless
they are successfully resolved.
Our businesses depend of a continuous stream of new products and
failure to introduce new products could affect our sales and
profitability.
We are subject to stringent labor and employment laws in certain
jurisdictions in which we operate and party to various collective
bargaining arrangements, and our relationship with our employees could
deteriorate, which could adversely impact our operations.
Employee benefit costs, especially post-retirement costs, constitute a
significant element of our annual expenses, and funding these costs
could adversely affect our financial condition.
We are exposed to intangible asset risk.
We have in the past identified material weaknesses in our internal
controls, and the identification of any material weaknesses in the
future could affect our ability to ensure timely and reliable
financial reports.
We are exposed to risks associated with acts of God, terrorists and
others, as well as fires, explosions, wars, riots, accidents,
embargoes, natural disasters, strikes and other work stoppages,
quarantines and other governmental actions, and other events or
circumstances that are beyond the Company’s
reasonable control.
Additional information regarding these risk factors can be found in the
Company’s Annual Report on Form 10-K for the
period ended December 31, 2007 and other filings with the Securities &
Exchange Commission.
The risks and uncertainties identified above are not the only risks the
Company faces. Additional risks and uncertainties not presently known to
the Company or that it currently believes to be immaterial also may
adversely affect the Company. Should any known or unknown risks and
uncertainties develop into actual events, these developments could have
material adverse effects on the Company’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. The Company 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.
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