Published:
Ferro Announces Closing of Common Stock Offering
CLEVELAND - (BUSINESS WIRE) - Ferro Corporation (NYSE: FOE) announced today that it has closed on its
previously announced common stock offering. The total number of shares
sold was 41,112,500, including 5,362,500 shares issued in connection
with the exercise of the underwriters' over-allotment option to purchase
additional shares.
Ferro intends to use up to $50 million of the net proceeds from the
offering to pay the costs associated with its restructuring programs and
strategic initiatives. Ferro will use the remaining net proceeds to
reduce borrowings under its credit facility and pay fees and expenses in
connection with the amendment and restatement of such facility.
Credit Suisse Securities (USA) LLC and J.P. Morgan Securities Inc. acted
as joint book-running managers for the offering. KeyBanc Capital Markets
Inc. acted as the co-lead manager, Citigroup Global Markets Inc. and PNC
Capital Markets LLC acted as senior co-managers and First Analysis
Securities Corporation and RBS Securities Inc. acted as co-managers for
the offering.
A prospectus supplement and accompanying prospectus relating to the
offering has been filed with the Securities and Exchange Commission and
are available on its website, www.sec.gov.
A copy of the prospectus supplement and accompanying prospectus related
to this offering may be obtained from Credit Suisse Securities (USA)
LLC, One Madison Avenue, 1B, New York, New York 10010-3629, or by
calling (800) 221-1037, or from J.P. Morgan Securities Inc. via
Broadridge Financial Solutions, 1155 Long Island Avenue, Edgewood, New
York 11717, or by calling (631) 254-1735.
This news release shall not constitute an offer to sell or a
solicitation of an offer to buy any securities, nor shall there be any
sale of these securities in any state or jurisdiction in which such an
offer, solicitation or sale would be unlawful prior to registration or
qualification under the securities laws of any such state or
jurisdiction. A registration statement relating to these securities has
been filed with the Securities and Exchange Commission and is effective.
About Ferro Corporation
Ferro Corporation is a leading global supplier of technology-based
performance materials for manufacturers. Ferro materials enhance the
performance of products in a variety of end markets, including
electronics, solar energy, telecommunications, pharmaceuticals, building
and renovation, appliances, automotive, household furnishings and
industrial products. Headquartered in Cleveland, Ohio, the Company has
approximately 5,400 employees globally and reported 2008 sales of $2.2
billion.
Cautionary Note on Forward-Looking
Statements
Certain statements in this Ferro press release may constitute
"forward-looking statements" within the meaning of federal securities
laws. These statements are subject to a variety of uncertainties,
unknown risks and other factors concerning the Company's operations and
business environment, which are difficult to predict and often beyond
the control of the Company. Important factors that could cause actual
results to differ materially from those suggested by these
forward-looking statements, and that could adversely affect the
Company's future financial performance, include the following:
-
Our ability to successfully complete the proposed offering due to
market conditions or for any other reason.
-
Our products are sold into industries where demand is unpredictable,
cyclical or heavily influenced by consumer spending, and such demand
may be impacted by macro-economic circumstances and uncertainties in
credit markets.
-
We are subject to a number of restrictive covenants in our credit
facilities, and those covenants could affect our flexibility in
funding strategic initiatives and lead to challenges in meeting our
liquidity requirements, particularly if weak economic conditions
continue for a prolonged period.
-
We depend on external financial resources and the economic environment
and credit market could interrupt our access to capital markets,
borrowings or financial transactions to hedge certain risks, which
could adversely affect our financial condition.
-
We have initiated and intend to initiate several restructuring
programs to improve our operating performance and achieve cost
savings, but we may not be able to implement and/or administer these
programs in the manner contemplated and these restructuring programs
may not produce the desired results.
-
Interest rates on some of our borrowings are variable, and our
borrowing costs could be affected adversely by interest rate increases.
-
Many of our assets are encumbered by liens that have been granted to
lenders, and those liens affect our flexibility to dispose of property
and businesses.
-
We have significant deferred tax assets, and our ability to utilize
these assets will depend on our future performance.
-
Our ability to use our net operating loss carryforwards and other tax
attributes may be subject to limitation due to significant changes in
the ownership of our common stock.
-
We are subject to certain continued listing requirements with the
NYSE, including share price, shareholders' equity and market
capitalization, and noncompliance with these NYSE rules could result
in the delisting of our common stock from the NYSE.
-
We depend on reliable sources of energy and raw materials, including
petroleum-based materials and other supplies, at a reasonable cost,
but availability of such materials and supplies could be interrupted
and/or the prices charged for them could escalate.
-
The markets in which we participate are highly competitive and subject
to intense price competition.
-
We strive to improve operating margins through sales growth, price
increases, productivity gains, improved purchasing techniques and
restructuring activities, but we may not be successful in achieving
the desired improvements.
-
The global scope of our operations exposes us to risks related to
currency conversion rates and changing economic, social and political
conditions around the world.
-
We have a growing presence in the Asia-Pacific region where it can be
difficult for a U.S.-based company to compete lawfully with local
competitors.
-
Regulatory authorities in the United States, European Union and
elsewhere are taking a much more aggressive approach to regulating
hazardous materials, and those regulations could affect our sales.
-
Our operations are subject to operating hazards and, as a result, to
stringent environmental, health and safety regulations and compliance
with those regulations could require us to make significant
investments.
-
We are a defendant in several lawsuits that could have an adverse
effect on our financial condition and/or financial performance unless
they are successfully resolved.
-
Our businesses depend on a continuous stream of new products, and
failure to introduce new products could affect our sales and
profitability.
-
We are subject to stringent labor and employment laws in certain
jurisdictions in which we operate, we are party to various collective
bargaining arrangements, and our relationship with our employees could
deteriorate, which could adversely impact our operations.
-
Employee benefit costs, especially post-retirement costs, constitute a
significant element of our annual expenses, and funding these costs
could adversely affect our financial condition.
-
We are exposed to intangible asset risk.
-
We have in the past identified material weaknesses in our internal
controls, and the identification of any material weaknesses in the
future could affect our ability to ensure timely and reliable
financial reports.
-
We are exposed to risks associated with acts of God, terrorists and
others, as well as fires, explosions, wars, riots, accidents,
embargoes, natural disasters, strikes and other work stoppages,
quarantines and other governmental actions and other events or
circumstances that are beyond our control.
Additional information regarding these risk factors can be found in the
Company's Annual Report on Form 10-K for the period ended December 31,
2008.
The risks and uncertainties identified above are not the only risks the
Company faces. Additional risks and uncertainties not presently known to
the Company or that it currently believes to be immaterial also may
adversely affect the Company. Should any known or unknown risks and
uncertainties develop into actual events, these developments could have
material adverse effects on the Company's business, financial condition
and results of operations.
This release contains time-sensitive information that reflects
management's best analysis only as of the date of this release. The
Company does not undertake any obligation to publicly update or revise
any forward-looking statements to reflect future events, information or
circumstances that arise after the date of this release.
Ferro Corporation
INVESTOR CONTACT:
David
Longfellow, Director, Investor Relations
Phone: 216-875-7155
E-mail:
longfellowd@ferro.com
or
MEDIA
CONTACT:
Mary Abood, Director, Corporate Communications
Phone:
216-875-6202
E-mail: aboodm@ferro.com
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