Filed Pursuant to Rule 433
Registration No. 333-168324
August 5, 2010
Ferro Corporation
Pricing Term Sheet
7.875% Senior Notes Due 2018
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Issuer:
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Ferro Corporation |
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Size:
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$250 million aggregate principal amount of
7.875% Senior Notes due 2018 |
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Maturity:
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August 15, 2018 |
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Coupon:
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7.875% |
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Price to Public:
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100.000% |
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Yield to Maturity:
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7.875% |
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Spread to Benchmark Treasury:
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T+ 541 basis points |
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Benchmark Treasury:
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UST 4.000% due August 15, 2018 |
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Interest Payment Dates:
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February 15 and August 15, commencing February
15, 2011 |
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Record Dates:
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February 1 and August 1 |
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Make-Whole Call:
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At any time at a discount rate of Treasury
plus 50 basis points |
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Optional Redemption:
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On or after August 15, 2014, the Company may
redeem some or all of the notes at the
following redemption prices: |
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August 15, 2014: 103.938% |
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August 15, 2015: 101.969% |
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August 15, 2016 and thereafter: 100.000% |
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Equity Clawback:
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Prior to August 15, 2013, the Company may
redeem up to 35% of the aggregate principal
amount of the notes at a redemption price of
107.875%. |
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Trade Date:
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August 5, 2010 |
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Settlement:
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T + 13; August 24, 2010 |
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CUSIP / ISIN:
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315405 AM2 / US315405AM23 |
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Gross Spread:
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2.00% |
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Joint Book-Running Managers:
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Credit Suisse Securities (USA) LLC (25%) |
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J.P. Morgan Securities Inc. (22.5%) |
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Banc of America Securities LLC (22.5%) |
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Citigroup Global Markets Inc. (14%) |
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Co-Managers:
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PNC Capital Markets LLC (5.5%) |
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KeyBanc Capital Markets Inc. (4.5%) |
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Fifth Third Securities, Inc. (3%) |
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RBS Securities Inc. (3%) |
Tender Offer; Use of Proceeds. On July 27, 2010, we commenced an offer to
purchase any and all of our outstanding 6.50% convertible senior notes due
2013. We intend to amend the tender offer to be conditioned upon (a)
completion of this offering and (b) our entry into a new credit facility and
the availability of funds thereunder. We intend to use a portion of the net
proceeds from this offering to repay all of the remaining term loans and
revolving borrowings outstanding under our existing credit facility. If the
tender offer is consummated, the remaining net proceeds from this offering will
be used, along with borrowings under the new credit facility, to repurchase all
the convertible notes that are tendered and not validly withdrawn pursuant to
the tender offer, including the payment of all accrued and unpaid interest on
the convertible notes and all premiums and transaction expenses associated
therewith. If this offering is consummated prior to the purchase of our
convertible notes pursuant to the tender offer, upon repayment of the remaining
term loans and revolving borrowings outstanding under our existing credit
facility, such remaining net proceeds from this offering will be temporarily
held as cash and cash equivalents. If the tender offer is not consummated, the
remaining net proceeds from this offering will be used for general corporate
purposes.
The issuer has filed a registration statement (including a prospectus) with the
SEC for the offering to which this communication relates. Before you invest,
you should read the prospectus in that registration statement and other
documents the issuer has filed with the SEC for more complete information about
the issuer and this offering. You may get these documents for free by visiting
EDGAR on the SEC Web site at www.sec.gov. Alternatively, the issuer, any
underwriter or any dealer participating in the offering will arrange to send
you the prospectus if you request it by calling Credit Suisse Securities (USA)
LLC toll-free at 1-800-221-1037.
Any disclaimers or other notices that may appear below are not applicable to
this communication and should be disregarded. Such disclaimers were
automatically generated as a result of this communication being sent via email
or another communication system.