Ferroglobe PLC (NASDAQ:GSM) (“Ferroglobe”) announced today that it
has priced its offering of $350,000,000 aggregate principal amount
of Senior Notes due 2022 (the “Notes”). The Notes will bear
interest at an annual rate of 9.375% and will be issued at 100% of
their nominal value. The offering is subject to customary closing
conditions and settlement is expected to occur on February 15,
2017.
The Notes will be co-issued with Ferroglobe’s
wholly owned subsidiary, Globe Specialty Metals, Inc. (“GSM”), and
guaranteed by certain of Ferroglobe’s other subsidiaries (the
“Guarantees” and, together with the Notes, the “Securities”). An
amendment to GSM's existing revolving credit facility is also
expected to become effective on or around February 15, 2017. Under
the amendment, it is expected that borrowings up to an aggregate
principal amount of $200,000,000 will be made available to
Ferroglobe and GSM as co-borrowers.
The proceeds from the offering of the Notes will be
used to (i) repay certain existing indebtedness, (ii) pay certain
compensation expenses owed to Ferroglobe's former Executive
Chairman and (iii) pay certain fees and expenses incurred in
connection with the foregoing.
About Ferroglobe
Ferroglobe PLC is one of the world’s leading
suppliers of silicon metal, silicon-based specialty alloys, and
ferroalloys serving a customer base across the globe in dynamic and
fast-growing end markets, such as solar, automotive, consumer
products, construction and energy. The company is based in
London.
Cautionary Statement
It may be unlawful to distribute this press release
in certain jurisdictions. The information in this press release
does not constitute an offer of securities for sale or a
solicitation of an offer to buy securities in Canada, Japan,
Australia or the United States or in any other jurisdiction in
which such offer, solicitation or sale is not permitted.
The Securities have not been registered under the
U.S. Securities Act of 1933, as amended (the “U.S. Securities
Act”), and the Securities may not be sold in the United States
unless they are registered or are exempt from registration. The
Company does not intend to register any portion of this offering in
the United States or to conduct a public offering in the United
States. Any public offering of securities to be made in the United
States will be made by means of a prospectus that will contain
detailed information about the Company and its management, as well
as financial statements. The Securities are being offered only to
qualified institutional buyers in accordance with Rule 144A under
the U.S. Securities Act and outside the United States in accordance
with Regulation S under the U.S. Securities Act. Copies of this
press release are not being, and should not be, distributed in or
sent into the United States.
This communication is for distribution only to
persons who (i) have professional experience in matters relating to
investments falling within Article 19(5) of the Financial Services
and Markets Act 2000 (Financial Promotion) Order 2005 (as amended
the “Financial Promotion Order”), (ii) are persons falling within
Article 49(2)(a) to (d) (“high net worth companies, unincorporated
associations etc.”) of the Financial Promotion Order, (iii) are
outside the United Kingdom or (iv) are persons to whom an
invitation or inducement to engage in investment activity (within
the meaning of section 21 of the Financial Services and Markets Act
2000) in connection with the issue or sale of any securities may
otherwise lawfully be communicated or caused to be communicated
(all such persons together being referred to as “relevant
persons”). This communication is directed only at relevant persons
and must not be acted on or relied on by persons who are not
relevant persons. Any investment or investment activity to which
this communication relates is available only to relevant persons
and will be engaged in only with relevant persons.
This announcement has been prepared on the basis
that any offer of the Securities will be made pursuant to an
exemption under Article 3 of Directive 2003/71/EC (the “Prospectus
Directive”), as implemented in member states of the European
Economic Area (the “EEA”), from the requirement to publish a
prospectus for offers of Securities. Accordingly any person making
or intending to make any offer within the EEA of the Securities,
which are the subject of the placement contemplated in this
announcement may only do so in circumstances in which no obligation
arises for the issuer or any of the initial purchasers of such
Securities to publish a prospectus pursuant to Article 3 of the
Prospectus Directive or supplement a prospectus pursuant to Article
16 of the Prospectus Directive, or otherwise, in each case, in
relation to such offer. Neither the issuer nor the initial
purchasers of such Securities have authorized, nor do they
authorize, the making of any offer of Securities in circumstances
in which an obligation arises for the issuer or any initial
purchasers of such Securities to publish or supplement a prospectus
for such offer.
Neither the content of Ferroglobe’s website nor any
website accessible by hyperlinks on Ferroglobe’s website is
incorporated in, or forms part of, this announcement. The
distribution of this announcement into certain jurisdictions may be
restricted by law. Persons into whose possession this announcement
comes should inform themselves about and observe any such
restrictions. Any failure to comply with these restrictions may
constitute a violation of the securities laws of any such
jurisdiction.
Forward-Looking Statements
This release contains ‘‘forward-looking
statements’’ within the meaning of Section 27A of the United States
Securities Act of 1933, as amended, and Section 21E of the United
States Securities Exchange Act of 1934, as amended.
Forward-looking statements are not historical facts but are based
on certain assumptions of management and describe the company’s
future plans, strategies and expectations. Forward-looking
statements generally can be identified by the use of
forward-looking terminology, including, but not limited to, “may,”
“could,” “seek,” “guidance,” “predicts,” “potential,” “likely,”
“believe,” “will,” “expect,” “anticipate," “estimate,” “plan,”
“intends,” “forecast” or variations of these terms and similar
expressions, or the negative of these terms or similar
expressions.
Forward-looking statements contained in this press
release are based on information presently available to us and
assumptions that we believe to be reasonable, but are inherently
uncertain. As a result, our actual results, performance or
achievements may differ materially from those expressed or implied
by these forward-looking statements, which are not guarantees of
future performance and involve known and unknown risks,
uncertainties and other factors that are, in some cases, beyond our
control.
You are cautioned that all such statements involve
risks and uncertainties, including without limitation, risks that
the legacy businesses of Globe and FerroAtlántica will not be
integrated successfully or that we will not realize estimated cost
savings, value of certain tax assets, synergies and growth, or that
such benefits may take longer to realize than expected.
Important factors that may cause actual results to differ include,
but are limited to: (i) risks relating to unanticipated costs of
integration, including operating costs, customer loss and business
disruption being greater than expected; (ii) our organizational and
governance structure; (iii) the ability to hire and retain key
personnel; (iv) regional, national or global political, economic,
business, competitive, market and regulatory conditions including,
among others, changes in metals prices; (v) availability and
increases in the cost of raw materials, (vi) cost of energy; (vii)
competition in the metals and foundry industries; (viii)
environmental and regulatory risks; (ix) ability to identify
liabilities associated with acquired properties prior to their
acquisition; (x) ability to manage price and operational risks
including industrial accidents and natural disasters; (xi) ability
to manage foreign operations; (xii) changes in technology; (xiii)
ability to acquire or renew permits and approvals; (xiv) changes in
legislation or governmental regulations affecting Ferroglobe; (xv)
conditions in the credit markets; (xvi) risks associated with
assumptions made in connection with critical accounting estimates
and legal proceedings; (xvii) Ferroglobe's international
operations, which are subject to the risks of currency fluctuations
and foreign exchange controls; (xviii) the potential of
international unrest; and (xix) the effect of tax assessments, tax
adjustments, anticipated tax rates, or other regulatory compliance
costs. The foregoing list is not exhaustive. You should
carefully consider the foregoing factors and the other risks and
uncertainties that affect our business, including those described
in the "Risk Factors" section of our Annual Reports on Form 20-F,
Current Reports on Form 6-K and other documents we file from time
to time with the United States Securities and Exchange Commission.
We do not give any assurance (1) that we will achieve our
expectations or (2) concerning any result or the timing thereof, in
each case, with respect to any regulatory action, administrative
proceedings, government investigations, litigation, warning
letters, consent decree, cost reductions, business strategies,
earnings or revenue trends or future financial results.
All information in this press release is as of the
date of its release. We do not undertake or assume any obligation
to update publicly any of the forward-looking statements in this
press release to reflect actual results, new information or future
events, changes in assumptions or changes in other factors
affecting forward-looking statements. If we update one or more
forward-looking statements, no inference should be drawn that we
will make additional updates with respect to those or other
forward-looking statements. We caution you not to place undue
reliance on any forward-looking statements, which are made only as
of the date of this press release.
INVESTOR CONTACT:
Ferroglobe PLC
Joe Ragan, 786-509-6925
Chief Financial Officer
Email: jragan@ferroglobe.com
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