Magnesita Refractories Company Notice To The Market: Expiration Of Tender Offer And Consent Solicitation For 2020 Senior Notes

Aug 14, 2015, 08:43 ET from Magnesita Refractories Company

YORK, Pa., Aug. 14, 2015 /PRNewswire/ -- Magnesita Refractories Company ("Magnesita") announces to its shareholders and the market in general the expiration of (i) 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") and (ii) the related solicitation of consents (the "Consent Solicitation") to proposed amendments to the indenture governing the Notes (the "Proposed Amendments") to eliminate substantially all of the restrictive covenants, as well as various events of default and related provisions.  The Tender Offer and Consent Solicitation expired on August 13, 2015 at 11:59 p.m., New York City time (the "Expiration Time"), and have not been extended.

As of the Expiration Time, Magnesita has been advised that it has received tenders and consents from the holders of an aggregate of U.S.$ 222,116,000 principal amount of Notes, representing 77.25% of the outstanding Notes, including U.S.$221,076,000 principal amount of Notes, representing 76.89% of the outstanding Notes, that were tendered and not validly withdrawn as of 5:00 p.m., New York City time, on July 30, 2015 (the "Early Tender Date").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 as of the Early Tender Date, Magnesita executed the Second Supplemental Indenture implementing the Proposed Amendments on August 4, 2015 (the "Early Payment Date").  Any Notes not tendered and purchased in the Tender Offer are now subject to the terms of the Second Supplemental Indenture.

As previously announced, holders of Notes who validly tendered their Notes and consented to the Proposed Amendments at or prior to the Early Tender Date received on the Early Payment Date, the sum of (i) U.S.$1,000 per U.S.$1,000 principal amount of Notes, which included a consent payment of U.S.$50 per U.S.$1,000 principal amount of Notes and (ii) accrued and unpaid interest. Holders of Notes who validly tendered their Notes and consented to the Proposed Amendments after the Early Tender Date, but before the Expiration Time, will receive the sum of (i) U.S.$950 per U.S.$1,000 principal amount of Notes and (ii) accrued and unpaid interest.  The conditions to the Tender Offer have been satisfied, therefore, the settlement date for the Notes not previously settled on the Early Payment Date is expected to occur on August 17, 2015, but may change at Magnesita's option. 

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 have acted as 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


Sao 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


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.

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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