Ferro Corp. (FOE) News

Aug. 4, 2010 (Business Wire) -- Ferro Corporation (NYSE: FOE) (the “Company”) announced today that it has commenced an underwritten public offering of $250 million aggregate principal amount of senior notes due 2018 pursuant to an effective shelf registration statement filed with the Securities and Exchange Commission. The Company expects to use a portion of the net proceeds from the offering of the senior notes to purchase any and all of its 6.50% convertible senior notes due 2013 in a cash tender offer that it commenced on July 27, 2010. The Company announced on July 27, 2010 that it intends to enter into a new credit facility. The remaining net proceeds from the offering of the senior notes, along with borrowings under the new credit facility, are expected to be used to repay all borrowings outstanding under the Company’s existing credit facility. If for any reason the tender offer for the convertible notes is not consummated, the net proceeds from the senior notes will be used to repay all of the term loans and revolving borrowings under the Company’s existing credit facility and for general corporate purposes.

Credit Suisse Securities (USA) LLC, J.P. Morgan Securities Inc., Banc of America Securities LLC and Citigroup Global Markets Inc. are acting as joint bookrunning managers for the offering. PNC Capital Markets LLC, KeyBanc Capital Markets Inc., Fifth Third Securities, Inc. and RBS Securities Inc. are acting as co-managers for the offering.

The senior notes offering may be made only by means of a preliminary prospectus supplement and the accompanying prospectus. When available, a copy of the preliminary prospectus supplement and accompanying prospectus related to the offering may be obtained from any of the following:

• Credit Suisse Securities (USA) LLC, Prospectus Department, One Madison Avenue, New York, New York 10010, (telephone 800-221-1037);
• J.P. Morgan Prospectus Department c/o Broadridge, 1155 Long Island Avenue, Edgewood, NY 11717;
• Bank of America Merrill Lynch, 4 World Financial Center, New York, NY 10080, Attention: Preliminary Prospectus Department, or e-mail Prospectus.Requests@ml.com; or,
• Citigroup Global Markets LLC, Brooklyn Army Terminal, 140 58^th Street, 8^th Floor, Brooklyn, New York 11220 (telephone: 1-877-858-5407)

A copy of the prospectus included in the registration statement may also be obtained from the Securities and Exchange Commission’s website at www.sec.gov.

This press release shall not constitute an offer to sell nor the solicitation of an offer to buy any security, nor shall there be any sale of these securities in any state in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state.

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 5,200 employees globally and reported 2009 sales of $1.7 billion.

Cautionary Note on Forward-Looking Statements

Certain statements in this 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. 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:

• Demand in the industries into which the Company sells its products may be unpredictable, cyclical or heavily influenced by consumer spending;
• The effectiveness of the Company’s efforts to improve operating margins through sales growth, price increases, productivity gains, and improved purchasing techniques;
• The Company’s ability to successfully implement and/or administer its restructuring programs;
• The Company’s ability to access capital markets, borrowings, or financial transactions;
• The Company’s borrowing costs could be affected adversely by interest rate increases;
• The availability of reliable sources of energy and raw materials at a reasonable cost;
• Competitive factors, including intense price competition;
• Currency conversion rates and changing global economic, social and political conditions;
• The impact of future financial performance on the Company’s ability to utilize its significant deferred tax assets;
• Liens on Ferro assets by lenders could affect the Company’s ability to dispose of property and businesses;
• Restrictive covenants in the Company’s credit facilities could affect strategic initiatives and its liquidity;
• Increasingly aggressive domestic and foreign governmental regulations on hazardous materials and regulations affecting health, safety and the environment;
• The Company’s ability to successfully introduce new products;
• Stringent labor and employment laws and relationships with employees;
• The Company’s ability to fund employee benefit costs, especially post-retirement costs;
• Risks and uncertainties associated with intangible assets;
• Potential limitations on the use of operating loss carryforwards and other tax attributes due to significant changes in the ownership of Ferro’s common stock;
• The Company’s presence in the Asia-Pacific region where it can be difficult to compete lawfully;
• The identification of any material weaknesses in internal controls in the future could affect the Company’s ability to ensure timely and reliable financial reports;
• Uncertainties regarding the resolution of pending and future litigation and other claims;
• The Company’s inability to pay dividends on our common stock in the foreseeable future;
• Other factors affecting the business beyond the Company’s control, including disasters, accidents, and governmental actions; and
• The Company’s ability to successfully complete the proposed senior notes offering, tender offer for the convertible notes and new credit facility.

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 our 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. Additional information regarding these risks can be found in our Annual Report on Form 10-K for the period ended December 31, 2009.