Successful signing of Note Purchase Agreement relating to $40 million notes issuance under the Lock-Up Agreement dated March ...
May 13 2021 - 9:19AM
Ferroglobe PLC (NASDAQ: GSM) (the “Company”) refers to the
Company’s release on March 28, 2021 regarding the lock-up agreement
dated March 27, 2021 (the “Lock-Up Agreement”) between the Company
and certain financial stakeholders.
The Company is pleased to announce that on May
12, 2021 Ferroglobe Finance Company, PLC (a new, indirect
subsidiary of the Company) entered into a Note Purchase Agreement
with the members of the “Ad Hoc Group” relating to the issuance of
an initial $40 million of aggregate $60 million new senior secured
notes (the “New $60 million Notes”). The $40 million new senior
secured notes are expected to be issued early next week.
In accordance with the terms of the transaction
set out in the Lock-Up Agreement, all holders of the existing
9.375% Senior Notes due 2022 (the “2022 Senior Notes”) will have
the right to subscribe for a pro rata share of the New $60 million
Notes. Details of this process will be communicated to holders in
due course.
The Company thanks its stakeholders for their
continued support of the transaction and looks forward to
completing the further steps of the transaction over the coming
weeks.
Next Steps
Holders of the 2022 Senior Notes that have not
yet signed the Lock-Up Agreement may contact the Information Agent
at ProjectFox@glas.agency to access further information relating to
the transaction and for details of how to accede to the Lock-Up
Agreement.
Noteholders may still become eligible for
the 0.5% Late Cash Consent Fee by signing the Lock-Up Agreement and
holding 2022 Senior Notes that became locked-up notes on or prior
to the date on which the solicitation period of the exchange offer
ends, and the 1.75% Exchange Offer Equity Fee by participating in
the exchange offer
About Ferroglobe
Ferroglobe is one of the world’s leading
suppliers of silicon metal, silicon-based and manganese-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. For more
information, visit http://investor.ferroglobe.com.
Forward-Looking
Statements
This release contains “forward-looking
statements” within the meaning of U.S. securities laws.
Forward-looking statements are not historical facts but are based
on certain assumptions of management and describe Ferroglobe’s
future plans, strategies and expectations. Forward-looking
statements often use forward-looking terminology, including words
such as “anticipate”, “believe”, “could”, “estimate”, “expect”,
“forecast”, “guidance”, “intends”, “likely”, “may”, “plan”,
“potential”, “predicts”, “seek”, “will” and words of similar
meaning or the negative thereof.
Forward-looking statements contained in this
press release are based on information currently available to
Ferroglobe and assumptions that management believe to be reasonable
but are inherently uncertain. As a result, Ferroglobe’s 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 Ferroglobe’s control.
All information in this press release is as of
the date of its release. Ferroglobe does not undertake any
obligation to update publicly any of the forward-looking statements
contained herein to reflect new information, events or
circumstances arising after the date of this press release. You
should not place undue reliance on any forward-looking statements,
which are made only as of the date of this press release.
No offer
This press release is not an offer to sell or a
solicitation of an offer to buy or exchange or acquire securities
in the United States or in any other jurisdiction. The securities
referenced in this press release may not be offered, sold,
exchanged or delivered in the United States absent registration or
an applicable exemption from the registration requirement under the
U.S. Securities Act of 1933, as amended. This press release is not
directed at, or intended for distribution, publication,
availability to or use by, any person or entity that is a citizen
or resident or located in any locality, state, country or other
jurisdiction, where such distribution, publication, availability or
use would be contrary to law or regulation, or which would require
any registration or licensing within such jurisdiction.
Summary only
This press release is intended as a summary
only, and holders of 2022 Senior Notes should refer to the
additional details of the terms of the New $40m Equity, the New $60
million Notes and the Reinstated $350m Notes set forth in the
Company’s press release on March 28, 2021, and the detailed terms
set out in the Lock-Up Agreement.
INVESTOR CONTACT:
Gaurav Mehta Executive Vice President - Investor Relations
investor.relations@ferroglobe.com
MEDIA CONTACT:
Cristina Feliu RoigExecutive Director – Communications &
Public Affairs corporate.comms@ferroglobe.com
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