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Subsequent Events
6 Months Ended
Jun. 30, 2011
Subsequent Events  
Subsequent Events

Note 14 – Subsequent Events

Acquisition

On August 2, 2011, the Company completed the acquisition of all of the outstanding equity interests in VAC Holding GmbH ("VAC") for approximately $800 million plus approximately $200 million of acquired liabilities, primarily pension. VAC, which has historically prepared its financial statements in accordance with International Financial Reporting Standards ("IFRS"), had sales of €346 million (calculated under IFRS) for the year ended December 31, 2010 through its three business units: Cores and Components, Materials and Parts and Permanent Magnets. VAC is engaged in the development, manufacturing and distribution of industrial-use magnetic products for electronic equipment markets, including the alternative energy, automotive, electrical installation, and energy conversion and distribution sectors. VAC has production facilities in Germany, Slovakia, Finland, China and Malaysia, and employs approximately 4,500 people. The acquisition of VAC expands the Company's portfolio and provides strategic growth opportunities. In the three and six months ended June 30, 2011, the Company incurred $4.0 million in due diligence, legal and other professional fees related to the VAC acquisition.

The consideration transferred consisted of cash paid to VAC shareholders, cash to repay VAC's indebtedness outstanding on the date of the acquisition, and the issuance of 1,307,819 shares of OM Group, Inc. common stock. In accordance with the Stock Purchase Agreement (the "SPA"), the Company withheld $86 million of the purchase price to fund potential indemnifications under the SPA for a period of two years. The Company financed the purchase with borrowings under a new long-term financing agreement, described below, along with cash on hand.

Due to the short period of time between the acquisition date and the filing date of the Second Quarter 2011 Form 10-Q, and given that the evaluations of the fair values of the assets and liabilities of VAC as of the acquisition date are not sufficiently completed, it is impracticable to disclose the allocation of the aggregate purchase price to the assets and liabilities of VAC at this time. Since the pro forma statement of earnings data is dependent on the purchase price allocation, the Company is also unable to provide pro forma information for the six months ending June 30, 2011 at this time. The Company will include these disclosures in the Unaudited Condensed Consolidated Financial Statements in the Form 10-Q for the period ending September 30, 2011.

Debt financing related to the VAC acquisition

On August 2, 2011, in connection with the acquisition of VAC, the Company terminated its existing Revolver and the Kokkola Credit Facility and entered into a new long-term financing agreement (the "Senior Secured Credit Facility"). The proceeds of the Senior Secured Credit Facility were and will be used to (i) finance a portion of the purchase price of VAC, (ii) refinance existing indebtedness of the Company under its Revolver, (iii) repay VAC's indebtedness outstanding on the date of the acquisition, (iv) pay certain fees and expenses in connection with the VAC acquisition and (v) fund working capital and general corporate purposes.

The Senior Secured Credit Facility provides for (i) a $100 million term loan A facility (the "Term A Facility"), which was fully drawn on August 2, 2011, (ii) a $350 million term loan B facility (the "Dollar Term B Facility"), which was fully drawn on August 2, 2011, (iii) a €175 million term loan facility (the "Euro Term B Facility" and, together with the Dollar Term B Facility, the "Term B Facility" and, together with the Term A Facility, the "Term Loan Facility"), which was fully drawn on August 2, 2011, and (iv) a $200 million undrawn revolving credit facility (the "Revolving Credit Facility"), of which up to $100 million may be denominated in Euros.

The obligations of the Company under the Senior Secured Credit Facility are guaranteed by the Company and all of the Company's U.S. subsidiaries and certain foreign subsidiaries. In addition, the obligations under the Senior Secured Credit Facility are secured by substantially all of the existing and future property and assets of its U.S. subsidiaries and certain foreign subsidiaries and certain voting capital stock of the Company's foreign subsidiaries.

The Company has the option to specify that interest be calculated based either on a London interbank offered rate ("LIBOR") or on a variable base rate, plus, in each case, a calculated applicable margin. The interest rate for base rate loans will be the greater of (i) the federal funds rate plus 0.50%, (ii) Bank of America's prime rate or (iii) LIBOR plus 1.00%. The applicable margins for the Term A Facility, the Dollar Term B Facility and the Revolving Credit Facility range from 2.75% to 3.25% for base rate loans and 3.75% to 4.25% for LIBOR loans. The margin for the Euro Term B Facility is 4.75%.

The Term A Facility and the Revolving Credit Facility mature on August 2, 2016. The Term B Facility matures on August 2, 2017. In addition, the Term A Facility and the Term B Facility (together the "Term Loan Facility") require mandatory prepayments of principal based on certain percentages of Excess Cash Flow (as defined in the Senior Secured Credit Facility), beginning in 2013, subject to certain exceptions. In addition, subject to certain thresholds and exceptions, the Company will be required to prepay the loans outstanding under the Term Loan Facility with all of the net cash proceeds of certain asset sales and from the issuance or incurrence of additional debt of the Company.

The Senior Secured Credit Facility contains customary representations and warranties and certain covenants that limit the ability of the Company to, among other things: (i) incur or guarantee additional indebtedness; (ii) pay distributions on, redeem or repurchase capital stock or redeem or repurchase subordinated debt; (iii) make investments; (iv) sell assets; (v) enter into agreements that restrict distributions or other payments from restricted subsidiaries to the Company; (vi) incur or suffer to exist liens securing indebtedness; (vii) consolidate, merge or transfer all or substantially all of their assets; and (viii) engage in transactions with affiliates. In addition, the Senior Secured Credit Facility contains financial covenants that limit capital expenditures in any fiscal year and that measure (i) the ratio of the Company's total indebtedness to the amount of the Company's consolidated EBITDA, and (ii) the ratio of the amount of the Company's consolidated EBITDA to the Company's cash interest expense.

 

Sale of land

On July 21, 2011, the Company completed the sale of land at its former Manchester, England manufacturing facility for $9.7 million. In connection with this transaction, the Company will recognize a pre-tax gain on the sale of the property of $9.7 million in the third quarter of 2011.