Molycorp Prices Offerings of Common Stock and Convertible Senio

 
FSC / Press Release 
Molycorp Prices Offerings of Common Stock and Convertible Senior Notes 
Greenwood Village, CO US, January 25, 2013 /FSC/ - Molycorp, Inc (NYSE:
MCP)("Molycorp" or the "Company") today announced the pricing of its previously
announced public offering of 37,500,000 shares of its common stock (the "Common
Stock") (or up to an aggregate of 43,125,000 shares of Common Stock if the
underwriters of such offering exercise their option to purchase additional
shares of Common Stock in full) at a price per share of $6.00 (the "Primary
Shares Offering") and $150 million aggregate principal amount (or up to an
aggregate of $172.5 million aggregate principal amount if the underwriters of
such offering exercise their over-allotment option in full) of its 5.50%
Convertible Senior Notes due 2018 (the "Notes") (the "Notes Offering") in
separate registered public offerings. 
The Company expects to close each of the Notes Offering and the Primary Shares
Offering on January 30, 2013, subject to satisfaction of customary closing
conditions. 
The Notes will be Molycorp's senior unsecured obligations and will bear interest
at a rate of 5.50% per annum, payable semi-annually in arrears on February 1 and
August 1 of each year, commencing on August 1, 2013. The Notes will be
convertible at any time into shares of Molycorp's common stock, cash, or a
combination thereof, at Molycorp's election. The conversion rate will initially
be 138.8889 shares of Molycorp common stock per $1,000 principal amount of notes
(equivalent to an initial conversion price of approximately $7.20 per share of
Molycorp's common stock), subject to customary adjustments. The Notes will
mature on February 1, 2018, unless earlier repurchased, redeemed or converted in
accordance with their terms prior to that date.  Molycorp will have the right to
redeem the Notes on or after February 1, 2016 if the last reported sale price of
its Common Stock has been at least 130% of the conversion price then in effect
for at least 20 trading days (whether or not consecutive) during any 30
consecutive trading day period. 
The Company intends to use the net proceeds received from the Primary Shares
Offering and the Notes Offering to fund current capital needs for capital
expenditures and other cash requirements for 2013, including, without
limitation, capital expenditures at its Mountain Pass facility. 
Concurrently with the Primary Shares Offering and the Notes Offering, the
Company has entered into a share lending agreement with Morgan Stanley Capital
Services LLC ("MSCS"), an affiliate of Morgan Stanley & Co. LLC ("Morgan
Stanley"), under which it has agreed to loan to MSCS up to 7,666,666 shares of
Common Stock (the "Borrowed Shares"), of which 6,333,333 shares of Common Stock
were offered through Morgan Stanley at a price per share of $6.00 (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. 
Morgan Stanley & Co. LLC, J.P. Morgan Securities LLC and Goldman, Sachs & Co.
are acting as joint bookrunners for the Primary Shares Offering, Morgan Stanley
& Co. LLC and J.P. Morgan Securities LLC are acting as joint bookrunners for the
Notes Offering and Morgan Stanley & Co. LLC is acting as sole bookrunner for the
Borrowed Shares Offering. 
Each of the Primary Shares Offering, the Notes Offering and the Borrowed Shares
Offering may be made only by means of a prospectus supplement and an
accompanying prospectus.  When available, copies of the  prospectus supplement
and the accompanying prospectus relating to the Primary 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), from J.P. Morgan Securities LLC c/o Broadridge
Financial Solutions, 1155 Long Island Avenue, Edgewood, New York 11717,
telephone: 1-866-803-9204 or from Goldman, Sachs & Co., Attention: Prospectus
Department, 200 West Street, New York, NY 10282, telephone: 1-866-471-2526, or
email: prospectus-ny@ny.email.gs.com; when available, copies of the  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 from J.P. Morgan Securities LLC c/o Broadridge
Financial Solutions, 1155 Long Island Avenue, Edgewood, New York 11717,
telephone: 1-866-803-9204; and, when available, copies of the  prospectus
supplement and the accompanying prospectus relating to 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 Common Stock, the Notes or any other securities, nor
will there be any sale of the Common Stock, the Notes or any other securities in
any state or jurisdiction in which such an offer, solicitation or sale is not
permitted. 
#  #  # 
For More Information: 
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 
To view this press release as a web page, click onto the following link:
http://www.usetdas.com/pr/molycorp25012013.htm 
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-0- Jan/25/2013 12:41 GMT
 
 
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