|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.
The BPM world is going through some evolution or changes where traditional business process management solutions really have nowhere to go in terms of development of the road map. In this demo at 15th Cloud Expo, Kyle Hansen, Director of Professional Services at AgilePoint, shows AgilePoint’s unique approach to dealing with this market circumstance by developing a rapid application composition or development framework.
Dec. 20, 2014 01:00 PM EST Reads: 1,055
SYS-CON Events announced today Isomorphic Software, the global leader in high-end, web-based business applications, will exhibit at SYS-CON's DevOps Summit 2015 New York, which will take place on June 9-11, 2015, at the Javits Center in New York City, NY. Isomorphic Software is the global leader in high-end, web-based business applications. We develop, market, and support the SmartClient & Smart GWT HTML5/Ajax platform, combining the productivity and performance of traditional desktop software ...
Dec. 20, 2014 01:00 PM EST Reads: 1,067
ARMONK, N.Y., Nov. 20, 2014 /PRNewswire/ -- IBM (NYSE: IBM) today announced that it is bringing a greater level of control, security and flexibility to cloud-based application development and delivery with a single-tenant version of Bluemix, IBM's
"BSQUARE is in the business of selling software solutions for smart connected devices. It's obvious that IoT has moved from being a technology to being a fundamental part of business, and in the last 18 months people have said let's figure out how to do it and let's put some focus on it, " explained Dave Wagstaff, VP & Chief Architect, at BSQUARE Corporation, in this SYS-CON.tv interview at @ThingsExpo, held Nov 4-6, 2014, at the Santa Clara Convention Center in Santa Clara, CA.
Dec. 20, 2014 12:00 PM EST Reads: 1,921
The major cloud platforms defy a simple, side-by-side analysis. Each of the major IaaS public-cloud platforms offers their own unique strengths and functionality. Options for on-site private cloud are diverse as well, and must be designed and deployed while taking existing legacy architecture and infrastructure into account. Then the reality is that most enterprises are embarking on a hybrid cloud strategy and programs. In this Power Panel at 15th Cloud Expo (http://www.CloudComputingExpo.com...
Dec. 20, 2014 11:30 AM EST Reads: 2,356
"Our premise is Docker is not enough. That's not a bad thing - we actually love Docker. At ActiveState all our products are based on open source technology and Docker is an up-and-coming piece of open source technology," explained Bart Copeland, President & CEO of ActiveState Software, in this SYS-CON.tv interview at DevOps Summit at Cloud Expo®, held Nov 4-6, 2014, at the Santa Clara Convention Center in Santa Clara, CA.
Dec. 20, 2014 11:00 AM EST Reads: 1,934
The Internet of Things is not new. Historically, smart businesses have used its basic concept of leveraging data to drive better decision making and have capitalized on those insights to realize additional revenue opportunities. So, what has changed to make the Internet of Things one of the hottest topics in tech? In his session at @ThingsExpo, Chris Gray, Director, Embedded and Internet of Things, discussed the underlying factors that are driving the economics of intelligent systems. Discover ...
Dec. 20, 2014 11:00 AM EST Reads: 2,232
SYS-CON Events announced today that Windstream, a leading provider of advanced network and cloud communications, has been named “Silver Sponsor” of SYS-CON's 16th International Cloud Expo®, which will take place on June 9–11, 2015, at the Javits Center in New York, NY. Windstream (Nasdaq: WIN), a FORTUNE 500 and S&P 500 company, is a leading provider of advanced network communications, including cloud computing and managed services, to businesses nationwide. The company also offers broadband, p...
Dec. 20, 2014 10:45 AM EST Reads: 2,217
SYS-CON Media announced today that Aruna Ravichandran, VP of Marketing, Application Performance Management and DevOps at CA Technologies, has joined DevOps Journal’s authors. DevOps Journal is focused on this critical enterprise IT topic in the world of cloud computing. DevOps Journal brings valuable information to DevOps professionals who are transforming the way enterprise IT is done. Aruna's inaugural article "Four Essential Cultural Hacks for DevOps Newbies" discusses how to demonstrate the...
Dec. 20, 2014 10:00 AM EST Reads: 1,739
The move in recent years to cloud computing services and architectures has added significant pace to the application development and deployment environment. When enterprise IT can spin up large computing instances in just minutes, developers can also design and deploy in small time frames that were unimaginable a few years ago. The consequent move toward lean, agile, and fast development leads to the need for the development and operations sides to work very closely together. Thus, DevOps become...
Dec. 20, 2014 10:00 AM EST Reads: 2,003
Verizon Enterprise Solutions is simplifying the cloud-purchasing experience for its clients, with the launch of Verizon Cloud Marketplace, a key foundational component of the company's robust ecosystem of enterprise-class technologies. The online storefront will initially feature pre-built cloud-based services from AppDynamics, Hitachi Data Systems, Juniper Networks, PfSense and Tervela. Available globally to enterprises using Verizon Cloud, Verizon Cloud Marketplace provides a one-stop shop fo...
Dec. 20, 2014 09:00 AM EST Reads: 1,931
AppZero has announced that its award-winning application migration software is now fully qualified within the Microsoft Azure Certified program. AppZero has undergone extensive technical evaluation with Microsoft Corp., earning its designation as Microsoft Azure Certified. As a result of AppZero's work with Microsoft, customers are able to easily find, purchase and deploy AppZero from the Azure Marketplace. With just a few clicks, users have an Azure-based solution for moving applications to the...
Dec. 20, 2014 09:00 AM EST Reads: 944
“In the past year we've seen a lot of stabilization of WebRTC. You can now use it in production with a far greater degree of certainty. A lot of the real developments in the past year have been in things like the data channel, which will enable a whole new type of application," explained Peter Dunkley, Technical Director at Acision, in this SYS-CON.tv interview at @ThingsExpo, held Nov 4–6, 2014, at the Santa Clara Convention Center in Santa Clara, CA.
Dec. 20, 2014 08:00 AM EST Reads: 1,272
SYS-CON Events announced today that IDenticard will exhibit at SYS-CON's 16th International Cloud Expo®, which will take place on June 9-11, 2015, at the Javits Center in New York City, NY. IDenticard™ is the security division of Brady Corp (NYSE: BRC), a $1.5 billion manufacturer of identification products. We have small-company values with the strength and stability of a major corporation. IDenticard offers local sales, support and service to our customers across the United States and Canada...
Dec. 20, 2014 07:00 AM EST Reads: 2,083
SYS-CON Events announced today that AIC, a leading provider of OEM/ODM server and storage solutions, will exhibit at SYS-CON's 16th International Cloud Expo®, which will take place on June 9-11, 2015, at the Javits Center in New York City, NY. AIC is a leading provider of both standard OTS, off-the-shelf, and OEM/ODM server and storage solutions. With expert in-house design capabilities, validation, manufacturing and production, AIC's broad selection of products are highly flexible and are conf...
Dec. 20, 2014 07:00 AM EST Reads: 1,860