Ferroglobe PLC (the “Parent”), Ferroglobe Finance Company, PLC (the
“UK Issuer”) and Globe Specialty Metals, Inc. (“Globe” and,
together with the UK Issuer, the “Issuers”) today announces the
results of its previously-announced offer to qualifying noteholders
to exchange (the “Exchange Offer”) any and all of the 9⅜% Senior
Notes due 2022 issued by the Parent and Globe (the “Old Notes”) for
a total consideration per $1,000 principal amount of Old Notes
comprising (i) $1,000 aggregate principal amount of new 9⅜% senior
secured notes due 2025 to be issued by the Issuers (the “New
Notes”) plus (ii) a cash fee, which the Parent will, at the
direction of the qualifying noteholders (which direction shall be
deemed to be given by such qualifying noteholders participating in
the Exchange Offer and Consent Solicitation), apply as cash
consideration for a subscription of new ordinary shares of the
Parent, as set forth in the announcement made by the Parent on June
23, 2021, or in any other manner that the Ad Hoc Group (as defined
below) may agree with the Parent.
According to information provided by GLAS
Specialist Services Limited, the information agent for the Exchange
Offer, as of 11:59 p.m., New York City time, on July 21, 2021, the
Parent had received tenders from holders of $345,057,000 in
aggregate principal amount of the Old Notes, representing
approximately 98.588% of the total outstanding principal amount of
the Old Notes.
Pursuant to the terms set forth in Offering and
Consent Solicitation Memorandum dated June 23, 2021 (the “Offering
and Consent Solicitation Memorandum”), eligible holders who validly
tendered their Old Notes can no longer withdraw tendered Old Notes
and revoke delivered Consents.
Accordingly, the Parent has received consents
(the "Consents") sufficient to approve certain proposed amendments
(the "Proposed Amendments") to the indenture governing the Old
Notes (the "Old Notes Indenture") on the terms and conditions set
forth in the Offering and Consent Solicitation Memorandum. The
Proposed Amendments provide for the elimination of substantially
all of the restrictive covenants, all of the reporting covenants
and certain of the events of default in the Old Notes Indenture.
The Proposed Amendments to the Old Notes will become effective upon
execution of a supplemental indenture to the Old Notes Indenture
(the “Supplemental Indenture”) which will be entered into promptly
after the satisfaction or waiver of the Exchange Offer Conditions
(as defined below). Any Old Notes not validly tendered pursuant to
the Exchange Offer prior to the Expiration Date will remain
outstanding and the holders will remain subject to the terms of the
Old Notes Indenture as amended by the Supplemental Indenture.
The consummation of the Exchange Offer remains
subject to satisfaction or waiver of certain conditions (the
“Exchange Offer Conditions”). The Exchange Offer Conditions include
(i) the receipt of at least $40 million in gross proceeds from the
issuance and sale of new ordinary shares of the Parent to investors
(the “Equity Placement”), approximately $5 million of which has
already been received, and (ii) the receipt of at least $20 million
in gross proceeds from the Super Senior Notes Offer or from the
backstop arrangement thereof (together, the “Transaction Effective
Date Condition”). The Transaction Effective Date Condition may not
be waived.
The complete terms and conditions of the
Exchange Offer and the Consent Solicitation are described in the
Offering and Consent Solicitation Memorandum, copies of which may
be obtained by qualifying noteholders by contacting GLAS Trust
Company LLC, the information agent for the Exchange Offer, at: GLAS
Specialist Services Limited , 45 Ludgate Hill, London EC4M 7JU,
United Kingdom, email: Ferroglobe@glas.agency.
Super Senior Notes Offer
The Parent has received offers from qualifying
noteholders or their nominated participants to purchase $22,017,916
in principal amount of additional senior secured notes due 2025
(the “Super Senior Notes”). The purchase price in respect of the
Super Senior Notes must be deposited with the Escrow Agent by no
later than July 22, 2021 (the “Super Senior Notes Escrow Funding
Deadline”) To the extent the purchase price in respect of at least
$20 million in principal amount of Super Senior Notes is not
received by the Escrow Agent by no later than the Super Senior
Notes Escrow Funding Deadline, the Ad Hoc Group has agreed to
backstop the shortfall amount, subject to certain conditions.
The complete terms and conditions of the
Exchange Offer, the Consent Solicitation and the Super Senior Notes
Offer are described in the Offering and Consent Solicitation
Memorandum, copies of which may be obtained by qualifying
noteholders by contacting GLAS Trust Company LLC, the information
agent for the Exchange Offer, at: GLAS Specialist Services Limited,
45 Ludgate Hill, London EC4M 7JU, United Kingdom, email:
Ferroglobe@glas.agency
The New Notes and the New Notes guarantees and
the Super Senior Notes and the Super Senior Notes guarantees have
not been, and will not be, registered under the U.S. Securities Act
of 1933, as amended (the “Securities Act”) or the securities laws
of any other jurisdiction. The New Notes and the Super Senior Notes
may not be offered or sold within the United States except to an
institutional “Accredited Investor” within the meaning of Rule
501(a)(1), (2), (3), (7), (8), (9), (12) or (13) of Regulation D
under the Securities Act or a “qualified institutional buyer” as
defined in Rule 144A under the Securities Act in reliance on one or
more exemptions from the registration requirement under the
Securities Act or in offshore transactions in reliance on
Regulation S under the Securities Act.
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 Issuers’ 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
Issuers and assumptions that management believe to be reasonable
but are inherently uncertain. As a result, Issuers’ 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. Issuers do 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
Securities Act. 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.
INVESTOR CONTACT:
Gaurav Mehta
Executive Vice President - Investor
Relations
investor.relations@ferroglobe.com
MEDIA CONTACT:
Cristina Feliu Roig
Executive Director – Communications & Public
Affairs
corporate.comms@ferroglobe.com
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