Attached files
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| EX-2.1 - EX-2.1 - GLOBE SPECIALTY METALS INC | psa.htm |
| EX-99.1 - EX-99.1 - GLOBE SPECIALTY METALS INC | pressrelease.htm |
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): March 26, 2010
GLOBE
SPECIALTY METALS, INC.
(Exact
Name of Registrant as Specified in Charter)
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Delaware
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1-34420
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20-2055624
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(State
or Other Jurisdiction
of
Incorporation)
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(Commission
File Number)
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(I.R.S.
Employer
Identification
No.)
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One
Penn Plaza, 250 West 34th Street, Suite 2514
New
York, New York 10119
(Address
of Principal Executive Offices and Zip Code)
Registrant’s
telephone number, including area code: (212) 798-8122
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:
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o
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
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o
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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o
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17
CFR 240.14d-2(b))
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o
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17
CFR 240.13e-4(c))
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On April
1, 2010, Globe Specialty Metals, Inc. (the “Company”), pursuant to a Purchase
and Sale Agreement dated as of March 26, 2010 (the “Purchase Agreement”),
purchased from Ospraie Special Opportunities Master Alternative Holdings LLC,
The Ospraie Fund L.P., Ospraie Holdings, Inc. and the individuals named in the
Purchase Agreement (the “Sellers”) all of the ownership interests in Core Metals
Groups Holdings LLC, a Delaware limited liability company (“Core Metals”),
for $52 million in cash, including $15 million borrowed under the Company’s
revolving credit facility with Societe Generale. The purchase price is subject
to customary post-closing adjustments for changes in working capital and related
matters. Core Metals is a leading producer, marketer and distributor of
ferroalloys and specialty materials for the North American steel and foundry
industry.
The
foregoing description of the Purchase Agreement does not purport to be complete
and is qualified in its entirety by reference to the Purchase Agreement, a copy
of which is filed as Exhibit 2.1 hereto and is incorporated herein by
reference. The Purchase Agreement contains representations and warranties the
parties thereto made to and solely for the benefit of each other, and such
representations and warranties should not be relied upon by any other person.
The assertions embodied in those representations and warranties were made solely
for the purposes of the Purchase Agreement and are subject to important
qualifications and limitations agreed to by and between the Company, Core Metals
and the Sellers in connection with negotiating the Purchase Agreement.
Accordingly, security holders should not rely on the representations and
warranties as accurate or complete or characterizations of the actual state of
facts as of any specified date because such representations and warranties are
modified in important part by the underlying disclosure schedules, are subject
to a contractual standard of materiality different from that generally
applicable to security holders and were used only for the purpose of conducting
certain limited due diligence inquiries and not for establishing all material
facts with respect to the matters addressed.
Item 2.01.
Completion of Acquisition or Disposition of Assets.
The
information contained in Item 1.01 of this Current Report is incorporated
herein by reference.
Item 8.01.
Other Events.
On April
1, 2010, the Company issued a press release announcing the transactions
described in Item 1.01 of this Current Report, a copy of which is attached
hereto as Exhibit 99.1 hereto.
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Exhibit
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Number
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Description
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2.1
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Purchase
Agreement dated as of March 26, 2010*
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99.1
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Press
Release dated April 1, 2010
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*
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Certain
exhibits and schedules have been omitted from this filing. The Company
agrees to furnish supplementally a copy of any omitted exhibit or schedule
to the Securities and Exchange Commission upon
request.
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Pursuant
to the requirements of the Securities Exchange Act of 1934, as amended, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
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GLOBE
SPECIALTY METALS, INC.
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Dated: April
1, 2010
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By:
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/s/
Stephen Lebowitz
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Name:
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Stephen
Lebowitz
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Title:
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Chief
Legal Officer
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