Mark H. Duesenberg | Christopher M. Kelly | |
Vice President, General Counsel and Secretary | Michael J. Solecki | |
Ferro Corporation | Jones Day | |
1000 Lakeside Avenue | 901 Lakeside Avenue | |
Cleveland, Ohio 44114 | Cleveland, Ohio 44114 | |
Phone: (216) 641-8580 | Phone: (216) 586-3939 | |
Fax: (216) 579-0212 |
Transaction Valuation | Amount of Filing Fee | ||||||
$177,675,000(1) |
$12,668.23(2) | ||||||
(1) | Calculated solely for purposes of determining the amount of the filing fee. Pursuant to Rule 0-11(b)(1) of the Securities Exchange Act of 1934, the transaction valuation was calculated based on the purchase of $172,500,000 aggregate principal amount of the issuers 6.50% Convertible Senior Notes due 2013 at the tender offer price of $1,030 per $1,000 principal amount of such Convertible Notes. | |
(2) | The amount of the filing fee was calculated at a rate of $71.30 per $1,000,000 of transaction value. |
þ | Check the box if any part of the fee is offset as provided by Rule 0-11(a)(2) and identify the filing with which the offsetting fee was previously paid. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing. |
Amount
Previously Paid: $12,668.23
|
Filing Party: Ferro Corporation | |
Form
or Registration No.: Schedule TO/A
|
Date Filed: August 5, 2010 | |
o | Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer. |
Items 1, 4(a), 7 and 11 | ||||||||
Item 12. Exhibits | ||||||||
SIGNATURE | ||||||||
EXHIBIT INDEX | ||||||||
Exhibit (a)(5)(iii) | ||||||||
Exhibit (a)(5)(iv) |
| The Company has extended the Expiration Date for the Tender Offer. The Tender Offer will expire at midnight, New York City time, on August 30, 2010, unless extended or earlier terminated by the Company in its sole discretion (such time and date, as the same may be extended or earlier terminated, the Expiration Date). References to August 23, 2010 are deleted in their entirety and replaced with the following: August 30, 2010. | ||
| The second and third paragraphs under Source and Amount of Funds are deleted in their entirety and replaced with the following: |
| On August 24, 2010, the Company completed the New Notes Offering by issuing $250.0 million aggregate principal amount of New Notes. The New Notes are the Companys unsecured, senior obligations, bear interest at 7.875% per annum and mature on August 15, 2018. The net proceeds from the New Notes Offering, after deducting underwriting discounts and commissions and estimated offering expenses, were approximately $244 million. | ||
On August 24, 2010, the Company entered into the New Credit Agreement with PNC Bank, National Association, as the Administrative Agent, the Collateral Agent and the Issuer, JPMorgan Chase Bank, N.A. and Bank of America, N.A., as the Syndication Agents, and various financial institutions as Lenders. The New Credit Agreement amends and restates the Second Amended and Restated Credit Agreement, dated as of October 26, 2009, as amended. Certain of the Companys U.S. subsidiaries have guaranteed the Companys obligations under the New Credit 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 Companys asset securitization program) and (b) a pledge of 100% of the stock of most of the Companys U.S. subsidiaries and 65% of the stock of most of the Companys foreign subsidiaries. | |||
The New Credit 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 Companys pro forma compliance with financial covenants, the Administrative Agents approval and the Company obtaining commitments for such increase). Up to $100 million of the revolving line of credit under the New Credit Agreement will be available to certain of the Companys subsidiaries in the form of revolving loans denominated in Euros. | |||
Borrowings under the New Credit Agreement bear interest, at the Companys option, at the London Interbank Offered Rate (LIBOR) or the base (or prime) rate established from time to time by PNC Bank, National Association, in each case plus an applicable margin based on the ratio of (a) the Companys total consolidated debt outstanding at such time to (b) the Companys consolidated EBITDA (as defined in the New Credit 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 Companys total consolidated debt outstanding at such time to (b) the Companys consolidated EBITDA computed for the period of four consecutive fiscal quarters most recently ended. | |||
The New Credit Agreement contains customary restrictive and financial covenants, including covenants regarding the Companys outstanding indebtedness and maximum leverage and fixed charge coverage ratios. The New Credit Agreement also contains standard provisions relating to conditions of borrowing. In addition, the New Credit 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 New Credit Agreement may be accelerated and become immediately due and payable. |
| The second and third paragraphs under Conditions of the Tender Offer are deleted in their entirety and replaced with the following: |
| New Notes Condition. On August 24, 2010, the Company completed the New Notes Offering. The net proceeds from the New Notes Offering, after deducting underwriting discounts and commissions and estimated offering expenses, were approximately $244 million. The closing of the New Notes Offering satisfied the New Notes Condition to the Tender Offer. | ||
Credit Facility Condition. On August 24, 2010, the Company entered into the New Credit Facility. The Companys entry into the New Credit Facility satisfied the Credit Facility Condition to the Tender Offer. |
(a)(5)(iii)
|
Press Release announcing extension of the Tender Offer, dated August 23, 2010. | |
(a)(5)(iv)
|
Press Release announcing the satisfaction of the New Notes Condition and the Credit Facility Condition, dated August 24, 2010. | |
(b)(1)
|
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. (Reference is made to Exhibit 10.1 to Ferro Corporations Current Report on Form 8-K, filed August 24, 2010 (SEC File No. 001-00584), which Exhibit is incorporated here by reference.) | |
(b)(2)
|
Form of Indenture, by and between the Company and Wilmington Trust FSB. (Reference is made to Exhibit 4.1 to Ferro Corporations Registration Statement on Form S-3, filed July 27, 2010 (Registration Statement No. 333-168324), which Exhibit is incorporated here by reference.) | |
(b)(3)
|
Form of First Supplemental Indenture, by and between the Company and Wilmington Trust FSB, governing the Companys 7.875% Senior Notes due 2018 (including form of Note). (Reference is made to Exhibit 4.1 to Ferro Corporations Current Report on Form 8-K, filed August 24, 2010 (SEC File No. 001-00584), which Exhibit is incorporated here by reference.) |
FERRO CORPORATION |
||||
By: | /s/ Thomas R. Miklich | |||
Name: | Thomas R. Miklich | |||
Title: | Vice President and Chief Financial Officer | |||
(a)(1)(i)* |
Offer to Purchase, dated July 27, 2010. | |
(a)(1)(ii)* |
Form of Letter of Transmittal (including Form W-9). | |
(a)(1)(iii)* |
Supplement No. 1 to Offer to Purchase, dated August 5, 2010. | |
(a)(1)(iv)* |
Amended and Restated Form of Letter of Transmittal (including Form W-9). | |
(a)(5)(i)* |
Press Release, dated July 27, 2010. | |
(a)(5)(ii)* |
Press Release, dated August 5, 2010. | |
(a)(5)(iii)
|
Press Release announcing extension of the Tender Offer, dated August 23, 2010. | |
(a)(5)(iv)
|
Press Release announcing the satisfaction of the New Notes Condition and the Credit Facility Condition, dated August 24, 2010. | |
(b)(1)
|
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. (Reference is made to Exhibit 10.1 to Ferro Corporations Current Report on Form 8-K, filed August 24, 2010 (SEC File No. 001-00584), which Exhibit is incorporated here by reference.) | |
(b)(2)
|
Form of Indenture, by and between the Company and Wilmington Trust FSB. (Reference is made to Exhibit 4.1 to Ferro Corporations Registration Statement on Form S-3, filed July 27, 2010 (Registration Statement No. 333-168324), which Exhibit is incorporated here by reference.) | |
(b)(3)
|
Form of First Supplemental Indenture, by and between the Company and Wilmington Trust FSB, governing the Companys 7.875% Senior Notes due 2018 (including form of Note). (Reference is made to Exhibit 4.1 to Ferro Corporations Current Report on Form 8-K, filed August 24, 2010 (SEC File No. 001-00584), which Exhibit is incorporated here by reference.) | |
(d)(1) |
Senior Indenture, dated as of March 5, 2008, by and between Ferro Corporation and U.S. Bank National Association. (Reference is made to Exhibit 4.5 to Ferro Corporations Registration Statement on Form S-3, filed March 5, 2008 (Registration Statement No. 333-149559), which Exhibit is incorporated here by reference.) | |
(d)(2) |
First Supplemental Indenture, dated August 19, 2008, by and between Ferro Corporation and U.S. Bank National Association (with Form of 6.50% Convertible Senior Note due 2013). (Reference is made to Exhibit 4.2 to Ferro Corporations Current Report on Form 8-K, filed August 19, 2008 (SEC File No. 001-00584), which Exhibit is incorporated here by reference.) | |
(d)(3) |
Ferro Corporation Employee Stock Option Plan. (Reference is made to Exhibit 10.1 to Ferro Corporations Annual Report on Form 10-K for the year ended December 31, 2006 (SEC File No. 001-00584), which Exhibit is incorporated here by reference.) | |
(d)(4) |
Ferro Corporation 2003 Long-Term Incentive Compensation Plan. (Reference is made to Exhibit 10.16 to Ferro Corporations Annual Report on Form 10-K for the year ended December 31, 2008 (SEC File No. 001-00584), which Exhibit is incorporated here by reference.) | |
(d)(5) |
Form of Terms of Incentive Stock Option Award Grants under the Ferro Corporation 2003 Long-Term Incentive Compensation Plan. (Reference is made to Exhibit 10.17 to Ferro Corporations Annual Report on Form 10-K for the year ended December 31, 2008 (SEC File No. 001-00584), which Exhibit is incorporated here by reference.) | |
(d)(6) |
Form of Terms of Performance Share Awards under the Ferro Corporation 2003 Long-Term Incentive Compensation Plan. (Reference is made to Exhibit 10.18 to Ferro Corporations Annual Report on Form 10-K for the year ended December 31, 2008 (SEC File No. 001-00584), which Exhibit is incorporated here by reference.) | |
(d)(7) |
Ferro Corporation 2006 Long-Term Incentive Plan (Reference is made to Exhibit 10.01 to Ferro Corporations Current Report on Form 8-K, filed November 8, 2006 (SEC File No. 001-00584), which Exhibit is incorporated here by reference.) |
(d)(8) |
Form of Terms of Incentive Stock Option Award Grants under the Ferro Corporation 2006 Long-Term Incentive Compensation Plan. (Reference is made to Exhibit 10.20 to Ferro Corporations Annual Report on Form 10-K for the year ended December 31, 2008 (SEC File No. 001-00584), which Exhibit is incorporated here by reference.) | |
(d)(9) |
Form of Terms of Nonstatutory Stock Option Grants under the Ferro Corporation 2006 Long-Term Incentive Compensation Plan. (Reference is made to Exhibit 10.21 to Ferro Corporations Annual Report on Form 10-K for the year ended December 31, 2008, which Exhibit is incorporated here by reference.) | |
(d)(10) |
Form of Terms of Performance Share Awards under the Ferro Corporation 2006 Long-Term Incentive Compensation Plan. (Reference is made to Exhibit 10.22 to Ferro Corporations Annual Report on Form 10-K for the year ended December 31, 2008 (SEC File No. 001-00584), which Exhibit is incorporated here by reference.) | |
(d)(11) |
Form of Terms of Restricted Share Awards under the Ferro Corporation 2006 Long-Term Incentive Compensation Plan. (Reference is made to Exhibit 10.23 to Ferro Corporations Annual Report on Form 10-K for the year ended December 31, 2008 (SEC File No. 001-00584), which Exhibit is incorporated here by reference.) | |
(d)(12)
|
Form of Terms of Deferred Stock Unit Awards under the Ferro Corporation 2006 Long-Term Incentive Compensation Plan. (Reference is made to Exhibit 10.24 to Ferro Corporations Annual Report on Form 10-K for the year ended December 31, 2008 (SEC File No. 001-00584), which Exhibit is incorporated here by reference.) | |
(d)(13)
|
Ferro Corporation 2010 Long-Term Incentive Plan (Reference is made to Exhibit 10.1 to Ferro Corporations Current Report on Form 8-K, filed May 6, 2010 (SEC File No. 001-00584), which Exhibit is incorporated here by reference.) |