Ferroglobe PLC Announces Agreement in Principle on Terms of Capital Raise, Extension of Bond Maturity and Entry into Lock-Up Agreement
March 28, 2021 at 06:30 am EDT
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Ferroglobe PLC (the Company) announces that it has reached an agreement in principle on the terms of the financing proposal, which was previously detailed in the Company’s release on February 1, 2021, relating to a $100 million capital raise, consisting of issuances of new debt and equity, and a three-year extension of its 9.375% Senior Notes due 2022. On March 27, 2021, the Company entered into a lock-up agreement (the Lock-Up Agreement) with members of an Ad Hoc Group, being existing note holders representing in aggregate approximately 60% of the 2022 Senior Notes, and Tyrus Capital (Tyrus) as backstop provider in respect of a $40 million equity raise forming part of the transaction. The Lock-Up Effective Date for the purposes of the Lock-Up Agreement is March 28, 2021. New $60 million Notes: Ferroglobe will issue $60 million senior secured notes that will rank super senior to the extended and amended 2022 Senior Notes and will mature on 30 June 2025. The new $60 million Notes will have an annual fixed cash interest rate of 9.000%, and will benefit from first ranking security over substantially all of the assets of Ferroglobe and its subsidiaries (the Group). All holders of the 2022 Senior Notes (on a record date) will have the right to subscribe for new $60 million Notes. The new $60 million Notes will be fully backstopped by the members of the Ad Hoc Group. Amendments to 2022 Senior Notes: The 2022 Senior Notes will be exchanged at par for new $350 million of senior secured notes that will mature on 31 December 2025 (the Reinstated $350 million Notes). The Reinstated $350 million Notes will have an annual fixed cash interest rate of 9.375%, and will benefit from second ranking security over substantially all of the assets of the Group. The exchange will be implemented using either (i) an exchange offer that will also involve a concurrent solicitation of consents to amend the terms of any 2022 Senior Notes to eliminate substantially all of the restrictive covenants, certain events of default and other related provisions in the indenture governing the 2022 Senior Notes (the Exchange Offer and Covenant Strip) or (ii) an English law scheme of arrangement (the Scheme).
Ferroglobe PLC is a producer of silicon metal and silicon-based alloys, variety of industrial and consumer products. The Company operates through four segments: United States of America, Canada, France, and Spain. It is involved in quartz mining activities in Spain, the United States, Canada; and South Africa, low-ash metallurgical coal mining activities in the United States, and interests in hydroelectric power in France. It sells its products to a diverse base of customers in a varied range of industries, such as aluminum, silicone compounds used in the chemical industry, ductile iron, automotive parts, renewable energy, photovoltaic (solar) cells, electronic semiconductors, and steel. Its solutions include silicon metal, manganese alloys, ferrosilicon, foundry products, calcium silicon, silica fume, electrodes, pulverized products, silicon for advanced technologies, and other. The Company's subsidiaries include Ferroglobe Finance Company PLC, and Ferroglobe Holding Company Ltd.
FERROGLOBE PLC 
