Magnesita Refractories Company Announces Expiration of Early Tender Period for 2020 Senior Notes

YORK, Pa., July 31, 2015 /PRNewswire/ -- Magnesita Refractories Company ("Magnesita") announces to its shareholders and the market in general the expiration of the early tender period for its previously announced cash tender offer (the "Tender Offer") for 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 has solicited 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 early tender period for the Tender Offer expired on 5:00 p.m., New York City time, on July 30, 2015 (the "Early Tender Date"), and has not been extended.  Magnesita has been advised that an aggregate of U.S.$221,076,000 principal amount of Notes, representing 76.89% of the outstanding Notes, was tendered as of the Early Tender Date.  

Since holders of greater than a majority in principal amount of the outstanding Notes (excluding any Notes held by Magnesita or its affiliates) submitted consents, Magnesita will proceed to execute the Second Supplemental Indenture implementing the Proposed Amendments.  Any Notes not tendered and purchased in the Tender Offer will be subject to the terms of the Second Supplemental Indenture.

The settlement date for the Notes tendered at or prior to the Early Tender Date is expected to occur no later than August 4, 2015 (the "Early Payment Date"), but may change at Magnesita's option and is subject to all conditions to the Tender Offer having been satisfied or waived by Magnesita.  Holders that tendered Notes at or prior to the Early Tender Date and whose Notes are accepted for payment will be entitled to receive the sum of (i) 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 (ii) accrued and unpaid interest. 

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.

Tendered Notes could have been withdrawn at any time on or prior to 5:00 p.m., New York City time, on July 30, 2015 (the "Withdrawal Date").  Because the Withdrawal Date has passed, Notes tendered and consents given after that date may not be validly withdrawn or revoked, other than as required by applicable law.

The Tender Offer will expire at 11:59 p.m., New York City time, on August 13, 2015 (the "Expiration Time"), unless extended or earlier terminated.  Holders of Notes who validly tender their Notes and consent to the Proposed Amendments after the Early Tender Date but before the Expiration Time, will receive U.S.$950 per U.S.$1,000 principal amount of Notes.

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.

About Magnesita

Magnesita Refratarios 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 Refratarios 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

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http://www.magnesita.com/br/en