Successful conclusion of consent process under the Lock-Up Agreement dated March 27, 2021
21 April 2021 - 10:30PM
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 holders
of approximately 96% by value of the 9.375% Senior Notes due 2022
issued by the Company and Globe Specialty Metals, Inc (the “2022
Senior Notes”) have signed or acceded to the Lock-Up Agreement.
In light of this, the Company has agreed an
amendment to the Lock-Up Agreement to allow it to proceed to
implement the transaction by way of an exchange offer instead of an
English law scheme of arrangement. The exchange offer will also
involve a concurrent solicitation of consents to amend the terms of
any non-participating 2022 Senior Notes to eliminate substantially
all of the restrictive covenants, certain events of default and
other related provisions. Further details of the exchange offer
will be made available to holders of 2022 Senior Notes in due
course.
Comments
Beatriz García-Cos, Ferroglobe’s Chief Financial
Officer, commented, “With approximately 96% of our existing
noteholders consenting, we view the response as a positive
confirmation of the investment community’s support for our
refinancing and confidence in the Company’s strategic plan. We
thank the ad hoc group of noteholders for their continued support
in driving this forward. The decision to follow an exchange offer
instead of a scheme of arrangement presents a quicker and more
cost-effective path towards closing and funding, which are
important to support execution of our plan. Overall, this is a
terrific outcome for our Company and an important milestone in the
broader refinancing.”
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 $40 Equity, the New $60m
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 Roig Executive Director –
Communications & Public Affairs
corporate.comms@ferroglobe.com
Source: Ferroglobe PLC
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