Ferrexpo offers cash, new notes in exchange for 7 7/8% notes due 2016

New York, Jan. 20 – Ferrexpo Finance plc announced an exchange offer in which it is offering cash and new notes for its existing $500 million of 7 7/8% guaranteed notes due 2016.

Holders who tender by the early exchange deadline of 11:59 p.m. ET on Feb. 2 will receive cash for 20% of the principal amount of their existing notes and new notes one a one-for-one basis for 80% of the principal amount.

Those who tender after the early deadline will receive new notes for 100% of the principal amount, also on a one-for-one basis.

The exchange ends at 11:59 p.m. ET on Feb. 17.

The new notes will be 10 3/8% dollar-denominated guaranteed amortizing notes due April 7, 2019. There will be an amortization of 50% of the principal amount on April 7, 2018 with the remainder due at maturity.

As with the existing notes, the new notes will be guaranteed by Ferrexpo plc, Ferrexpo AG, Ferrexpo Middle East FZE/Ferrexpo Poltava Mining (previously known as Ferrexpo Poltava GOK Corp.) and have a surety agreement.

The new notes are expected to be rated Caa2 by Moody’s Investors Service, CCC+ by Standard & Poor’s and CCC by Fitch Ratings, the same as the existing notes.

Ferrexpo will also pay accrued interest on notes tendered.

Notes issued on the final settlement date of Feb. 19 will have pre-issuance interest from the early settlement date of Feb. 6 to the final settlement date. The accrued interest paid on the existing notes will be reduced by this amount, but not below zero.

The offer is subject to at least $300 million of the existing notes being tendered by the early deadline.

The company said in an announcement that it is carrying out the exchange to address its maturity profile “in light of the current iron ore price environment.”

The dealer-managers are Credit Suisse Securities (Europe) Ltd. (+44 207 883 8763) and Morgan Stanley & Co. International plc (+44 207 677 5040 or liabilitymanagementeurope@morganstanley.com). Lucid Issuer Services Ltd. (+44 20 7704 0880 or ferrexpo@lucid-is.com) is exchange agent.

The offer is being conducted under Rule 144A and Regulation S.

Ferrexpo is a Zug, Switzerland-based resources company with assets in Ukraine.

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