Ferroglobe Announces Occurence of “Transaction Effective Date” Under Lock-Up Agreement Dated March 27, 2021 and Completion of Refinancing Transactions
30 July 2021 - 8:30PM
Ferroglobe PLC (the “Parent” or “Ferroglobe”), Ferroglobe Finance
Company, PLC (the “UK Issuer”) and Globe Specialty Metals, Inc.
(“Globe” and, together with the UK Issuer, the “Issuers”) today
announce the occurrence of the “Transaction Effective Date” under
the lock-up agreement dated March 27, 2021 (the “Lock-Up
Agreement”) between the Parent and certain financial stakeholders.
The Transaction Effective Date marks the completion of the
financing proposal detailed in the Parent’s releases on February 1,
2021 and March 28, 2021.
As part of the transaction:
- the Parent has
received $40 million in aggregate gross proceeds from the issuance
of ordinary shares to Rubric Capital Management LP on behalf of
certain managed or sub-managed funds and accounts and Grupo Villar
Mir, S.A.U., as detailed in the Parent’s release on June 18,
2021;
- the Issuers
have completed the exchange of 98.588% of the 9⅜% Senior Notes due
2022 (the “Old Notes”) issued by the Parent and Globe 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 exchanging their Old Notes for the
New Notes), apply as cash consideration for a subscription of new
ordinary shares of the Parent, as detailed in the Parent’s releases
on June 23 and 29 and July 8 and 22, 2021; and
- the UK Issuer
has issued $60 million in aggregate proceeds of new 9% senior
secured notes due 2025 (the “Super Senior Notes”), as detailed in
the Parent’s releases on May 13, June 23 and 29 and July 8 and 22,
2021.
Javier López Madrid, the Executive Chairman of
Ferroglobe, commented: “We are excited to announce the successful
completion of this comprehensive financing. The overall process
with several critical financing components was complex, and I thank
our Board of Directors, the management team, our financing partners
and advisors for the tremendous effort in getting it done.” Mr.
López Madrid added: “The financing has de-risked our balance sheet
and positioned the company for continued success in its
transformation, which is accelerating in momentum.”
Marco Levi, the Chief Executive Officer of
Ferroglobe commented: “The comprehensive financing is a positive
reflection of the steps we are taking to strengthen the overall
company operationally and financially, and highlights our
investors’ confidence in our future. With the financing behind us,
management can fully focus on running the business to capitalize on
robust market conditions.” Beatriz García-Cos Muntañola, the Chief
Financial Officer of Ferroglobe, added: “The closing of the
financing extends our debt maturity and enhances our liquidity,
which are important to the execution of critical initiatives
underlying the transformation plan. I thank everyone involved for
their diligent work and support throughout this complex
process.”
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 MehtaExecutive Vice President - Investor
Relationsinvestor.relations@ferroglobe.com
MEDIA CONTACT:
Cristina Feliu RoigExecutive Director –
Communications & Public
Affairscorporate.comms@ferroglobe.com
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