Issuer Free Writing Prospectus
Filed Pursuant to Rule 433 under the Securities Act of 1933
Relating to Preliminary Prospectus Supplement dated October 27, 2009
Registration No. 333-161136
FERRO CORPORATION
TERM SHEET
Dated November 2, 2009
35,750,000 Shares of Common Stock
This term sheet relates only to the securities described below and supplements and should be read
together with the preliminary prospectus supplement, dated October 27, 2009, and the accompanying
prospectus (including the documents incorporated by reference therein) relating to these
securities.
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Issuer:
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Ferro Corporation |
Title of Securities:
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Common Stock, par value $1.00 per share |
Stock Symbol / Exchange:
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FOE / New York Stock Exchange |
Trade Date:
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November 2, 2009 |
Closing Date:
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November 6, 2009 |
Number of Shares Offered:
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35,750,000 shares |
Underwriters Option to Purchase
Additional Shares:
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5,362,500 shares |
Price to the Public (Issue Price):
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$5.60 per share |
Net Proceeds to Ferro Corporation:
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We estimate that the net proceeds from
the sale of our common stock in this
offering, after deducting underwriting
discounts and estimated offering
expenses, will be approximately $186.9
million (or $215.5 million if the
over-allotment option is exercised in
full). |
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Estimated Term Loan Balances as
Adjusted to Give Effect to the
Amendment and Restatement of the
Credit Facility, this Offering
and the Application of the Net
Proceeds Therefrom as of November
2, 2009 (Assuming No Exercise of
the Underwriters Option to
Purchase Additional Shares):
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Aggregate Principal Amount of Existing
Term Loans: $224.8 million
Aggregate Principal Amount of New Term
Loans: $35.4 million |
As adjusted to give effect to this offering and the application of the net proceeds therefrom,
as of September 30, 2009 (assuming no exercise of the underwriters option to purchase additional
shares), Ferro Corporation would have had (a) cash and cash equivalents of approximately $64.3
million, (b) long-term debt, less current portion of approximately $453.3 million, (c) total
shareholders equity of approximately $515.7 million and (d) a total capitalization of
approximately $1,017.0 million.
Ferro Corporation has filed a registration statement (including a preliminary prospectus supplement
and an accompanying prospectus) with the SEC for the offering to which this communication relates.
Before you invest, you should read the preliminary prospectus supplement and the accompanying
prospectus in that registration statement and other documents Ferro Corporation has filed with the
SEC for more complete information about the issuer and this offering. You may get these documents
for free by visiting EDGAR on the SEC web site at www.sec.gov. Alternatively, copies of the
preliminary prospectus supplement and the accompanying prospectus may be obtained from Credit
Suisse Securities (USA) LLC by calling toll-free (800) 221-1037 or from J.P. Morgan Securities Inc.
by calling toll-free (866) 430-0686.