YORK, Pa., July 17, 2015 /PRNewswire/ -- Magnesita Refractories Company ("Magnesita") announces to its shareholders and the market in general that it has commenced a tender offer (the "Tender Offer"), in which it is offering to purchase for cash any and all of its outstanding 7.875% Senior Notes due 2020 (CUSIP No. 756145AA6 and No. D33488AA1) (the "Notes"). In connection with the Tender Offer, Magnesita is soliciting consents (the "Consent Solicitation") to proposed amendments to the indenture governing the Notes (the "Proposed Amendments") that will eliminate substantially all of the restrictive covenants, as well as various events of default and related provisions. The Proposed Amendments require the consents of at least a majority in principal amount of the outstanding Notes.
The Tender Offer will expire at 11:59 p.m., New York City Time, on August 13, 2015, unless extended (the "Expiration Time"). Holders may withdraw any tendered Notes and revoke any delivered consents by 5:00 p.m., New York City Time on July 30, 2015.
Magnesita is offering to pay:
- To holders who validly tender their Notes and consent to the Proposed Amendments before 5:00 p.m., New York City time, on July 30, 2015 (the "Early Tender Date"), U.S.$1,000 per U.S.$1,000 principal amount of Notes (which includes a consent payment of U.S.$50 per U.S.$1,000 principal amount of Notes); and
- To holders who validly tender their Notes and consent to the Proposed Amendments after the Early Tender Date, but before the Expiration Time, U.S.$950 per U.S.$1,000 principal amount of Notes.
All Holders whose Notes are purchased in the Tender Offer will be paid accrued and unpaid interest on their purchased Notes to, but not including, the date of payment for their Notes.
Holders who tender their Notes must consent to the Proposed Amendments, and no consents to the Proposed Amendments may be delivered without tendering the related Notes.
The Tender Offer is subject to the satisfaction of certain conditions including: (i) obtaining financing which, together with available cash, is sufficient to pay the total consideration in the Tender Offer and (ii) certain other customary conditions. The receipt of consents of a majority of the aggregate principal amount of the outstanding Notes is not a condition to the Tender Offer and Magnesita reserves the right in its sole discretion to purchase the Notes tendered in the Tender Offer regardless of whether such consents are received.
The complete terms and conditions of the Tender Offer are described in the Offer to Purchase and Consent Solicitation dated July 17, 2015, and the related Letter of Transmittal, copies of which may be obtained from D.F. King & Co., Inc., the information agent for the Tender Offer and the Consent Solicitation, by calling 212-269-5550 (collect) or 1-866-387-0770 (toll-free).
Banco Bradesco BBI S.A. and Credit Suisse Securities (USA) LLC are the dealer managers and solicitation agents for the Tender Offer and the Consent Solicitation. Persons with questions regarding the Tender Offer or Consent Solicitation should contact Banco Bradesco BBI S.A. or Credit Suisse Securities (USA) LLC.
Banco Bradesco BBI S.A.
Fixed Income Division
Avenida Paulista, 1450, 8th Floor
São Paulo, SP
Collect: (212) 888-9145
Credit Suisse Securities (USA) LLC
Attn: Liability Management Group
Eleven Madison Avenue
New York, New York 10010
Collect: (212) 538-2147
Toll Free: (800) 820-1653
Magnesita Refratários S.A. and its affiliates (the "Magnesita Group") are a vertically integrated global producer of refractory and minerals providing high value-added integrated solutions for the steel, cement, nonferrous and glass industries. The Magnesita Group provides integrated solutions of products and services in more than 100 countries for more than 1,000 clients. Its mines contain some of the largest known reserves of high quality magnesite and dolomite in the world.
Magnesita is a wholly-owned subsidiary of Magnesita Refratários S.A. In its unit in York, Pennsylvania, Magnesita produces dolomite raw material and dolomite basic refractories including bricks, monolithic and flow control products, being the leading provider of dolomite basic refractories in North America.
Visit Magnesita at www.magnesita.com/br/en.
Private Securities Litigation Reform Act of 1995 – A Caution Concerning Forward-Looking Statements
Some statements in this news release may be forward-looking statements for purposes of the Private Securities Litigation Reform Act of 1995. Magnesita cautions that these forward-looking statements are subject to risks and uncertainties that may cause actual results to differ materially from those indicated in the forward-looking statements. Such risks and uncertainties include the failure to consummate the Tender Offer and potential changes in market conditions, as well as certain economic, competitive, governmental, technological and other factors that may affect Magnesita's operations. Magnesita undertakes no obligation to release publicly any revisions to forward-looking statements as a result of subsequent events or developments, except as required by law.
SOURCE Magnesita Refractories Company