0001299933-13-001024.txt : 20130530 0001299933-13-001024.hdr.sgml : 20130530 20130530085321 ACCESSION NUMBER: 0001299933-13-001024 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20130528 ITEM INFORMATION: Entry into a Material Definitive Agreement ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20130530 DATE AS OF CHANGE: 20130530 FILER: COMPANY DATA: COMPANY CONFORMED NAME: FERRO CORP CENTRAL INDEX KEY: 0000035214 STANDARD INDUSTRIAL CLASSIFICATION: PAINTS, VARNISHES, LACQUERS, ENAMELS & ALLIED PRODUCTS [2851] IRS NUMBER: 340217820 STATE OF INCORPORATION: OH FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-00584 FILM NUMBER: 13879974 BUSINESS ADDRESS: STREET 1: 6060 PARKLAND BLVD CITY: MAYFIELD HEIGHTS STATE: OH ZIP: 44124 BUSINESS PHONE: 216-875-5458 MAIL ADDRESS: STREET 1: 6060 PARKLAND BLVD CITY: MAYFIELD HEIGHTS STATE: OH ZIP: 44124 8-K 1 htm_47825.htm LIVE FILING Ferro Corporation (Form: 8-K)  

 

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

     
Date of Report (Date of Earliest Event Reported):   May 28, 2013

Ferro Corporation
__________________________________________
(Exact name of registrant as specified in its charter)

     
Ohio 1-584 34-0217820
_____________________
(State or other jurisdiction 		_____________
(Commission 		______________
(I.R.S. Employer
of incorporation) File Number) Identification No.)
      
6060 Parkland Boulevard, Mayfield Heights, Ohio   44124
_________________________________
(Address of principal executive offices) 		  ___________
(Zip Code)
     
Registrant’s telephone number, including area code:   216-875-5600

Not Applicable
______________________________________________
Former name or former address, if changed since last report

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

[  ]  Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
[  ]  Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
[  ]  Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
[  ]  Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 1.01 Entry into a Material Definitive Agreement.

On May 28, 2013, Ferro Corporation (the "Company") amended its $50.0 million trade receivables securitization facility to extend the maturity of the program by entering into the Third Amendment to Amended and Restated Receivables Purchase Agreement (the "Amendment") among Ferro Finance Corporation ("FFC"), the Company, Market Street Funding LLC ("Purchaser") and PNC Bank, National Association, as Agent and LC Bank, with respect to the Amended and Restated Receivables Purchase Agreement, dated as of May 31, 2011. The Amendment extends the maturity of the trade receivables securitization facility to May 27, 2014 from May 28, 2013.


Pursuant to the receivables securitization facility, the Company sells to FFC, from time to time, the Company’s receivables. FFC finances its purchases of receivables from the Company by selling to Purchaser from time to time an undivided variable percentage interest in the receivables acquired by FFC.

The foregoing summary is qualified in its entirety by reference to the text of the Amendment, which is filed as Exhibit 10.1 and is incorporated herein by reference.





Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit 10.1: Third Amendment to Amended and Restated Receivables Purchase Agreement, dated as of May 28, 2013, among Ferro Finance Corporation, Ferro Corporation, Market Street Funding LLC and PNC Bank, National Association.





SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

         
    Ferro Corporation
          
May 30, 2013   By:   Jeffrey L. Rutherford
       
        Name: Jeffrey L. Rutherford
        Title: Vice President and Chief Financial Officer

Exhibit Index


     
Exhibit No.   Description
 
10.1
  Third Amendment to Amended and Restated Receivables Purchase Agreement, dated as of May 28, 2013, among Ferro Finance Corporation, Ferro Corporation, Market Street Funding LLC and PNC Bank, National Association
EX-10.1 2 exhibit1.htm EX-10.1 EX-10.1

THIRD AMENDMENT TO
AMENDED AND RESTATED
RECEIVABLES PURCHASE AGREEMENT

THIS THIRD AMENDMENT TO AMENDED AND RESTATED RECEIVABLES PURCHASE AGREEMENT (this “Amendment”), dated as of May 28, 2013, is entered into by and among PNC BANK, NATIONAL ASSOCIATION, as LC Bank (in such capacity, the “LC Bank”) and as Agent for the LC Bank and the Purchaser (in such capacity, the “Agent”), FERRO FINANCE CORPORATION (“Seller”), FERRO CORPORATION (“Ferro”) and MARKET STREET FUNDING LLC (the “Purchaser”).

RECITALS

1. The LC Bank, the Agent, the Purchaser, Seller and Ferro are parties to that certain Amended and Restated Receivables Purchase Agreement, dated as of May 31, 2011 (as amended, supplemented or otherwise modified through the date hereof, the “Receivables Purchase Agreement”).

2. Concurrently herewith, the Agent, the LC Bank, the Purchaser, Seller and Ferro are entering into that certain amended fee letter, dated as of the date hereof (the “Amended Fee Letter”).

3. Each of the parties hereto desires to amend the Receivables Purchase Agreement as hereinafter set forth.

NOW THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:

1. Certain Defined Terms. Capitalized terms that are used herein without definition shall have the meanings set forth in, or by reference in, the Receivables Purchase Agreement.

2. Amendment to the Receivables Purchase Agreement. Clause (i) of the definition of “Facility Termination Date” set forth in Exhibit I to the Receivables Purchase Agreement is hereby amended by replacing the date “May 28, 2013” where it appears therein with the date “May 27, 2014”.

3. Representations and Warranties. Each of Seller and Ferro represents and warrants to the LC Bank, the Agent and the Purchaser as follows:

(a) Representations and Warranties. Both before and immediately after giving effect to this Amendment, each representation and warranty made by it in the Receivables Purchase Agreement and in the other Transaction Documents is true and correct in all material respects as of the date hereof (unless stated to relate solely to an earlier date, in which case such representation or warranty was true and correct as of such earlier date).

(b) Enforceability. The execution and delivery by such Person of this Amendment, and the performance of each of its obligations under this Amendment and the Receivables Purchase Agreement, as amended hereby, are within each of its corporate powers and have been duly authorized by all necessary corporate action on its part. This Amendment and the Receivables Purchase Agreement, as amended hereby, are such Person’s valid and legally binding obligations, enforceable in accordance with its terms except as such enforcement may be limited by applicable bankruptcy, insolvency, reorganization or other similar laws relating to or limiting creditors’ rights generally and by general principles of equity (regardless of whether enforcement is sought in a proceeding in equity or at law).

(c) No Default. Both before and immediately after giving effect to this Amendment and the transactions contemplated hereby, no Amortization Event or Potential Amortization Event exists or shall exist.

4. Effect of Amendment. All provisions of the Receivables Purchase Agreement, as expressly amended and modified by this Amendment, shall remain in full force and effect. After this Amendment becomes effective, all references in the Receivables Purchase Agreement (or in any other Transaction Document) to the “Receivables Purchase Agreement”, or to “hereof”, “herein” or words of similar effect referring to the Receivables Purchase Agreement, shall be deemed to be references to the Receivables Purchase Agreement as amended by this Amendment. This Amendment shall not be deemed, either expressly or impliedly, to waive, amend or supplement any provision of the Receivables Purchase Agreement other than as set forth herein.

5. Conditions Precedent to Effectiveness. This Amendment shall become effective as of the date hereof upon (a) receipt by the Agent of (i) counterparts of this Amendment duly executed by each of the parties hereto, in form and substance satisfactory to the Agent, (ii) counterparts of the Amended Fee Letter duly executed by each of the parties thereto, in form and substance satisfactory to the Agent and (iii) such other agreements, documents and instruments reasonably requested by the Agent prior to the date hereof and (b) payment by Seller of the “Amendment Fee” (under and as defined in the Amended Fee Letter) in accordance with the terms of the Amended Fee Letter.

6. Counterparts. This Amendment may be executed in any number of counterparts and by different parties on separate counterparts, each of which when so executed shall be deemed to be an original and all of which when taken together shall constitute but one and the same instrument. Delivery by facsimile or email of an executed signature page of this Amendment shall be effective as delivery of an executed counterpart hereof.

7. Governing Law. THIS AMENDMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAW OF THE STATE OF NEW YORK (WITHOUT GIVING EFFECT TO THE CONFLICT OF LAWS PRINCIPLES THEREOF OTHER THAN SECTIONS 5-1401 AND 5-1402 OF THE NEW YORK GENERAL OBLIGATIONS LAW WHICH SHALL APPLY HERETO).

8. Section Headings. The various headings of this Amendment are included for convenience only and shall not affect the meaning or interpretation of this Amendment, the Receivables Purchase Agreement, any other Transaction Document or any provision hereof or thereof.

[Signature pages follow.]

IN WITNESS WHEREOF, the parties have executed this Amendment as of the date first written above.

FERRO FINANCE CORPORATION,
as Seller

By: /s/ John T. Bingle
Name: John T. Bingle
Title: Treasurer

FERRO CORPORATION

By: /s/ John T. Bingle
Name: John T. Bingle
Title: Treasurer

1

MARKET STREET FUNDING LLC,


as Purchaser

By: /s/ Doris J. Hearn
Name: Doris J. Hearn
Title: Vice President

2

PNC BANK, NATIONAL ASSOCIATION,

as Agent

By: /s/ William P. Falcon

    Name: William P. Falcon

Title: Senior Vice President

3

PNC BANK, NATIONAL ASSOCIATION,

as LC Bank

By: /s/ William P. Falcon

    Name: William P. Falcon

Title: Senior Vice President

4