Magnesita gets tenders, consents for 77.25% of 7 7/8% notes in offer

By Susanna Moon

Chicago, Aug. 14 – Magnesita Refractories Co. said investors had tendered $222,116,000 principal amount, or 77.25%, of its outstanding 7 7/8% senior notes due 2020.

The tender offer ended at 11:59 p.m. ET on Aug. 13.

As previously reported, the company took in tenders for $221,076,000, or 76.89%, of the 7 7/8% notes by 5 p.m. ET on July 30, the early tender date, which was enough to amend the notes.

Magnesita solicited consents to amend the notes indenture to eliminate substantially all of the restrictive covenants, as well as various events of default and related provisions.

The proposed amendments required the consents of at least a majority of the outstanding notes, which was satisfied on the early tender date.

Magnesita said it executed the supplemental indenture implementing the proposed amendments on Aug. 4 when the company settled the early tendered notes.

The total purchase price was par for each $1,000 principal amount, which included a consent payment of $50, for notes tendered by the early deadline.

Those who tendered after the early tender date will receive $950 per $1,000 principal amount.

Holders also will receive accrued interest to but excluding the payment date.

Holders who tendered their notes had to consent to the proposed amendments, and they could not deliver consents to the proposed amendments without tendering the related notes.

The tender offer was conditioned on the company obtaining financing with enough proceeds to fund the tender offer; however, the receipt of consents for a majority of the outstanding notes was not a condition to the offer.

Magnesita reserved the right to purchase the tendered notes regardless of whether the consents were received.

Banco Bradesco BBI SA (212 888-9145) and Credit Suisse Securities (USA) LLC (212 538-2147 or 800 820-1653) are the dealer managers and solicitation agents.

D.F. King & Co., Inc. (212 269-5550 or 866 387-0770) is the information agent.

Magnesita Refractories is based in York, Pa. It is a subsidiary of Magnesita Refratarios SA, a Contagem, Brazil-based supplier of refractories and minerals for the steel, cement and glass industries.

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