Item 8.01 - Other Events
Reminder Regarding Exchange Offer
On March 23, 2020, the Company issued a reminder to holders of its 5.00%/7.00%
Convertible Senior PIK Toggle Notes due 2022 (the "Existing Notes") regarding
the previously announced offer to exchange (the "Exchange Offer") the Existing
Notes for 3.00%/5.00% Convertible Senior PIK Toggle Notes due 2024 (the "New
Notes") and shares of its common stock.
The Exchange Offer will expire at 5:00 p.m., Eastern Time, on March 26, 2020,
unless extended.
The Exchange Offer is subject to the conditions described in the registration
statement (the "Registration Statement") on Form S-4 filed by the Company in
connection with the Exchange Offer on February 27, 2020, as amended on March 17,
2020, and the related letter of transmittal (the "Letter of Transmittal").
All of the previously disclosed terms and conditions of the Exchange Offer
remain unchanged.
IMPORTANT INFORMATION ABOUT THE EXCHANGE OFFER
The press release attached to this Form 8-K and the contents of this Form 8-K
are for informational purposes only and are not an offer to buy or the
solicitation of an offer to sell any security. An Exchange Offer will only be
made by means of a prospectus, a letter of transmittal and other offer
documents, as described below.
The Exchange Offer is subject to the conditions described in the registration
statement on Form S-4 filed by the Company in connection with the Exchange Offer
and is scheduled to expire at 5:00 p.m., Eastern Time, on March 26, 2020, unless
extended. Holders of Existing Notes who participate in the Exchange Offer will
receive the following for each $1,000 of Existing Notes: (i) $491.8619 principal
amount of 3.00%/5.00% Convertible Senior PIK Toggle Notes due 2024 and (ii)
363.2585 shares of common stock. Accrued and unpaid interest on the Existing
Notes will be exchanged into New Notes and common stock at the exchange rate on
the date on which the Exchange Offer is completed.
In connection with the Exchange Offer, a registration statement on Form S-4, a
tender offer statement on Schedule TO, and related documents and amendments
thereto relating to the Exchange Offer have been and will be filed by the
Company with the SEC. The New Notes and common stock may not be exchanged or
sold nor may offers to exchange or buy be accepted prior to the time the
registration statement becomes effective. Neither the press release attached to
this Form 8-K nor this Form 8-K shall not constitute an offer to exchange or
sell, or the solicitation of an offer to exchange or buy, nor shall there be any
exchange or sale of such securities in any state in which such offer, exchange,
solicitation or sale would be unlawful prior to registration or qualification
under the securities laws of any such state. Holders of the Existing Notes are
strongly advised to read the registration statement, tender offer statement and
other related documents and amendments thereto because these documents contain
important information. Such holders may obtain copies of the exchange offer
materials from Wilmington Savings Fund Society, FSB, Attention: Corporate Trust
Middle Office, 501 Car Road, Suite 100, Wilmington, DE 19809, by facsimile
(eligible institutions only): 302-421-9137, for information or confirmation by
telephone: 302-571-7014. These documents can also be obtained at no charge from
the Company or at the SEC's website, www.sec.gov. The Company is not making any
recommendation to holders of outstanding Existing Notes as to whether they
should tender them pursuant to the Exchange Offer.
Item 9.01 - Financial Statements and Exhibits
(d) The following exhibits are filed herewith:
Exhibit Number Description
99.1 Press Release dated March 23, 2020.
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Cautionary Note Regarding Forward Looking Statements
The information contained in the press release attached to this Form 8-K and the
contents of this Form 8-K should be read in conjunction with our filings made
with the Securities and Exchange Commission. This Form 8-K contains
"forward-looking statements". Forward-looking statements are those that do not
relate solely to historical fact. Such forward-looking statements only speak as
of the date of this release and the Company assumes no obligation to update the
information included in this report. Such forward-looking statements include
information concerning our possible or assumed future results of operations,
including descriptions of our business strategy, the benefits that we expect to
achieve from our working capital management initiative, and the timing and
anticipated benefits of the Exchange Offer. These statements often include words
such as "believe," "expect," "anticipate," "intend," "predict," "plan,"
"should," or similar expressions. These statements are not guarantees of
performance or results, and they involve risks, uncertainties, and assumptions.
Although we believe that these forward-looking statements are based on
reasonable assumptions, there are many factors that could affect our actual
financial results or results of operations and could cause actual results to
differ materially from those in the forward-looking statements. These factors
include our ability to effectively manage our operational initiatives and
implemented restructuring activities, the impact of volatility of metals prices,
the impact of imposed tariffs and/or duties, the cyclical and seasonal aspects
of our business, our ability to effectively manage inventory levels, the impact
of our substantial level of indebtedness, and our ability to successfully
complete the Exchange Offer and realize the anticipated benefits of the Exchange
Offer, as well as those risk factors identified in our Annual Report on Form
10-K for the fiscal year ended December 31, 2019 and our subsequent filings with
the Securities and Exchange Commission. All future written and oral
forward-looking statements by us or persons acting on our behalf are expressly
qualified in their entirety by the cautionary statements contained or referred
to above. Except as required by the federal securities laws, we do not have any
obligation or intention to release publicly any revisions to any forward-looking
statements to reflect events or circumstances in the future, to reflect the
occurrence of unanticipated events or for any other reason.
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