Molycorp Announces Proposed Offerings of Convertible Senior Notes and Common Stock
Molycorp, Inc. (NYSE: MCP) ('Molycorp? or the 'Company?) today announced
that it intends to offer and sell, subject to market and other
conditions, $300 million aggregate principal amount (or up to an
aggregate of $345 million aggregate principal amount if the underwriters
of such offering exercise their over-allotment option in full) of its
Convertible Senior Notes due 2017 (the 'Notes?) (the 'Notes Offering?)
and $150 million of its common stock (the 'Common Stock?) (or up to an
aggregate of $172.5 million of Common Stock if Morgan Stanley & Co. LLC
('Morgan Stanley?), the underwriter of such offering, exercises its
option to purchase additional shares of Common Stock in full) (the
'Primary Shares Offering?) in separate registered public offerings.
The Company intends to use the net proceeds received from the Notes
Offering and the Primary Shares Offering to fund operating expenses,
working capital, capital expenditures and any other cash requirements
for the remainder of 2012 and the first six months of 2013, including
without limitation, capital expenditures at its Mountain Pass facility
and other capital projects, as well as other cash requirements, such as
cash payments in August 2012 to certain holders of the 5% subordinated
unsecured convertible debentures of Molycorp Canada, the Company′s
wholly-owned Canadian subsidiary.
Concurrently with the Notes Offering and the Primary Shares Offering,
the Company intends to lend to Morgan Stanley Capital Services LLC
('MSCS?), an affiliate of Morgan Stanley, under a share lending
agreement it expects to enter into with MSCS, up to $138 million of
Common Stock (the 'Borrowed Shares?), which Borrowed Shares the Company
intends to offer through Morgan Stanley (the 'Borrowed Shares Offering?)
in a registered public offering. The Company is entering into the share
lending agreement to facilitate the Notes Offering. The Company will not
receive any proceeds from the Borrowed Shares Offering, but the Company
will receive a nominal lending fee from MSCS for the use of the Borrowed
Shares, which the Company intends to use for general corporate purposes.
The Borrowed Shares Offering is contingent upon the successful
completion of the Notes Offering, and the Notes Offering is contingent
upon the successful completion of the Borrowed Shares Offering. However,
the Primary Shares Offering is not contingent upon the successful
completion of either the Notes Offering or the Borrowed Shares Offering,
and the Notes Offering and the Borrowed Shares Offering are not
contingent upon the successful completion of the Primary Shares Offering.
Morgan Stanley and Credit Suisse Securities (USA) LLC ('Credit Suisse?)
will act as joint bookrunners for the Notes Offering, and Morgan Stanley
will act as sole bookrunner for each of the Primary Shares Offering and
the Borrowed Shares Offering.
Each of the Notes Offering, the Primary Shares Offering and the Borrowed
Shares Offering may be made only by means of a prospectus supplement and
an accompanying prospectus. When available, copies of a preliminary
prospectus supplement and the accompanying prospectus relating to the
Notes offering may be obtained from Morgan Stanley & Co. LLC, Attention:
Prospectus Department, 180 Varick Street, Second Floor, New York, NY
10014 (email address: prospectus@morganstanley.com)
or Credit Suisse Securities (USA) LLC, Attention: Prospectus Department,
One Madison Avenue, New York, New York 10010, e-mail: newyork.prospectus@credit-suisse.com
or toll free at (800) 221-1037 and, when available, copies of the
preliminary prospectus supplement and the accompanying prospectus
relating to the Primary Shares Offering and the Borrowed Shares Offering
may be obtained from Morgan Stanley & Co. LLC, Attention: Prospectus
Department, 180 Varick Street, Second Floor, New York, NY 10014 (email
address: prospectus@morganstanley.com).
This news release does not constitute an offer to sell or a solicitation
of an offer to buy any of the Notes, the Common Stock or any other
securities, nor will there be any sale of the Notes, the Common Stock or
any other securities in any state or jurisdiction in which such an
offer, solicitation or sale is not permitted. A registration statement
relating to these securities has been filed with the Securities and
Exchange Commission and is effective.
Cautionary Note Regarding Forward-Looking Statements
This news release includes 'forward-looking statements? within the
meaning of the securities laws. The statements in this news release
regarding Molycorp's current expectations and beliefs as to the
consummation of the Notes Offering, the Primary Shares Offering and the
Borrowed Shares Offering, as well as other statements that are not
historical facts, are forward-looking statements. Forward-looking
statements are estimates and projections reflecting management's
judgment based on currently available information and involve a number
of risks and uncertainties that could cause actual results to differ
materially from those suggested by the forward-looking statements. All
information set forth in this release is as of August 16, 2012. Molycorp
does not intend, and undertakes no duty, to update this information to
reflect future events or circumstances. Risk factors and uncertainties
that may cause actual results to differ materially from expected results
include, among others, our ability to successfully complete the proposed
Notes Offering, Primary Shares Offering and Borrowed Shares Offering.
Information about certain other potential factors that could affect our
business and financial results and cause actual results to differ
materially from those expressed or implied in any forward-looking
statements are included from time to time in our filings with the
Securities and Exchange Commission, including Part I, Item 1A 'Risk
Factors? of our Annual Report on Form 10-K for the year ended December
31, 2011 and Part II, Item 1A 'Risk Factors? of our Quarterly Report on
Form 10-Q for the quarter ended June 30, 2012.
Molycorp has filed a registration statement (including a prospectus)
with the SEC for the offerings to which this communication relates.
Before you invest, you should read the prospectus in that registration
statement and other documents Molycorp has filed with the SEC for more
complete information about Molycorp and these offerings. You may obtain
these documents for free by visiting EDGAR on the SEC Web site at www.sec.gov.
Alternatively, the issuer, any underwriter or any dealer participating
in the offerings will arrange to send you the prospectus for each
offering if you request it by calling Morgan Stanley at 1-866-718-1649
(with respect to the Notes Offering, the Primary Shares Offering and the
Borrowed Shares Offering) or Credit Suisse at 1-800-221-1037 (with
respect to the Notes Offering).
Molycorp, Inc.
Jim Sims, +1 303-843-8062
Vice President
Corporate Communications
Jim.Sims@Molycorp.com
or
Brian
Blackman, +1 303-843-8067
Senior Manager, Investor Relations
Brian.Blackman@Molycorp.com