UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of Earliest Event Reported): August 24, 2010
Ferro Corporation
(Exact name of registrant as specified in its charter)
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| Ohio
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1-584
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34-0217820 |
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| (State or other jurisdiction
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(Commission
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(I.R.S. Employer |
| of incorporation)
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File Number)
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Identification No.) |
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| 1000 Lakeside Avenue, Cleveland, Ohio
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44114 |
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| (Address of principal executive offices)
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(Zip Code) |
Registrant’s telephone number, including area code: 216-641-8580
Not Applicable
Former name or former address, if changed since last report
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the
filing obligation of the registrant under any of the following provisions:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b)) |
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c)) |
TABLE OF CONTENTS
Item 1.01. Entry into a Material Definitive Agreement.
On August 24, 2010, Ferro Corporation (the “Company”) entered into the Third Amended and
Restated Credit Agreement (the “Financing Agreement”) with PNC Bank, National Association, as the
Administrative Agent, the Collateral Agent and the Issuer (the “Administrative Agent”), JPMorgan
Chase Bank, N.A. and Bank of America, N.A., as the Syndication Agents (collectively with the
Administrative Agent, the “Agents”), and various financial institutions as lenders (the “Lenders”).
The Financing Agreement amends and restates the Second Amended and Restated Credit Agreement,
dated as of October 26, 2009, as amended. Certain of the Company’s U.S. subsidiaries have
guaranteed the Company’s obligations under the Financing Agreement and, pursuant to an Amended and
Restated Pledge and Security Agreement with PNC Bank, National Association, as collateral agent,
such obligations are secured by (a) substantially all of the assets of the Company and those U.S.
subsidiaries (the primary exception being the receivables sold as part of the Company’s asset
securitization program) and (b) a pledge of 100% of the stock of most of the Company’s U.S.
subsidiaries and 65% of the stock of most of the Company’s foreign subsidiaries.
The Financing Agreement has a five-year term and provides for a $350 million secured revolving
line of credit (which may be increased up to $450 million subject to the Company’s pro forma
compliance with financial covenants, the Administrative Agent’s approval and the Company obtaining
commitments for such increase). Up to $100 million of the revolving line of credit under the
Financing Agreement will be available to certain of the Company’s subsidiaries in the form of
revolving loans denominated in Euros.
Borrowings under the Financing Agreement bear interest, at the Company’s option, at the London
Interbank Offered Rate (“LIBOR”) or the base (or “prime”) rate established from time to time by the
Administrative Agent, in each case plus an applicable margin based on the ratio of (a) the
Company’s total consolidated debt outstanding at such time to (b) the Company’s consolidated EBITDA
(as defined in the Financing Agreement) computed for the period of four consecutive fiscal quarters
most recently ended. Interest on base rate loans is payable quarterly, and interest on LIBOR loans
is payable at the end of a predetermined “Interest Period” which may be one, two, three or six
months. In addition to interest charges, the Company will pay a quarterly commitment fee ranging
from 0.35% — 0.50% based on the ratio of (a) the Company’s total consolidated debt outstanding at
such time to (b) the Company’s consolidated EBITDA computed for the period of four consecutive
fiscal quarters most recently ended.
The Financing Agreement contains customary restrictive and financial covenants, including
covenants regarding the Company’s outstanding indebtedness and maximum leverage and fixed charge
coverage ratios. The Financing Agreement also contains standard provisions relating to conditions
of borrowing. In addition, the Financing Agreement contains customary events of default, including
the non-payment of obligations by the Company and the bankruptcy of the Company. If an event of
default occurs, all amounts outstanding under the Financing Agreement may be accelerated and become
immediately due and payable.
The Lenders and the Agents (and each of their respective subsidiaries or affiliates) have in
the past provided, and may in the future provide, investment banking, cash management,
underwriting, lending, commercial banking, trust, leasing services, foreign exchange and other
advisory services to, or engage in transactions with, the Company and its subsidiaries or
affiliates. These parties have received, and may in the future receive, customary compensation
from the Company and its subsidiaries or affiliates, for such services.
The foregoing is a summary of the material terms and conditions of the Financing Agreement and
not a complete description of the Financing Agreement. Accordingly, the foregoing is qualified in
its entirety by reference to the full text of the Financing Agreement attached to this Current
Report as Exhibit 10.1, which is incorporated herein by reference.
Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.
The description of the Financing Agreement set forth under Item 1.01 is incorporated into this
Item 2.03 by reference.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
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| Exhibit Number |
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Description |
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10.1
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Third Amended and Restated Credit Agreement, dated August 24, 2010, by and among Ferro
Corporation, the various financial institutions from time to time party thereto and PNC Bank,
National Association, JPMorgan Chase Bank, N.A. and Bank of America, N.A. as agents. |