Ferro Corporation (Form: 8-K)

Filing Office

Identification Number

Filing Date

Ferro Pfanstiehl
Laboratories, Inc.

June 2, 2009

THIS SECOND AMENDMENT TO AMENDED AND RESTATED RECEIVABLES PURCHASE AGREEMENT (this “Amendment”), dated as of March 29, 2013, is entered into by and among PNC BANK, NATIONAL ASSOCIATION, as LC Bank (in such capacity, the “LC Bank”) and as Agent for the LC Bank and the Purchaser (in such capacity, the “Agent”), FERRO FINANCE CORPORATION (“Seller”), FERRO CORPORATION (“Ferro”) and MARKET STREET FUNDING LLC (the “Purchaser”).

1. The LC Bank, the Agent, the Purchaser, Seller and Ferro are parties to that certain Amended and Restated Receivables Purchase Agreement, dated as of May 31, 2011 (as amended, supplemented or otherwise modified through the date hereof, the “Receivables Purchase Agreement”).

2. Concurrently herewith, Ferro and Seller are entering into that certain Second Amendment to Purchase and Contribution Agreement, dated as of the date hereof (the “Purchase and Contribution Agreement Amendment”).

3. Concurrently herewith, (a) Ferro, Seller, the LC Bank, the Agent and the Purchaser are entering into that certain Assignment Agreement, dated as of the date hereof, and (b) Ferro and Ferro Pfanstiehl Laboratories, Inc. are entering into that certain Assignment Agreement, dated as of the date hereof(together, the “Assignment Agreements”).

4. Concurrently herewith, Ferro and Ferro Pfanstiehl Laboratories, Inc. are entering into that certain Termination Agreement, dated as of the date hereof (the “Termination Agreement”).

5. Each of the parties hereto desires to amend the Receivables Purchase Agreement as hereinafter set forth.

NOW THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:

1. Certain Defined Terms. Capitalized terms that are used herein without definition shall have the meanings set forth in, or by reference in, the Receivables Purchase Agreement.

2. Amendments to the Receivables Purchase Agreement. The Receivables Purchase Agreement is hereby amended as follows:

(a) Section 5.1(s) of the Receivables Purchase Agreement is hereby amended by deleting the phrase “Purchase Agreement or the” where it appears therein.

(b) Section 7.1(b)(v) of the Receivables Purchase Agreement is hereby amended by deleting the phrase “Purchase Agreement or the” where it appears therein.

(g) Performance and Enforcement of Purchase and Contribution Agreement. Seller will, and will require each of the Originators to, perform each of their respective obligations and undertakings under and pursuant to the Purchase and Contribution Agreement. Seller will purchase Receivables under the Purchase and Contribution Agreement in strict compliance with the terms thereof and will vigorously enforce the rights and remedies accorded to the applicable purchaser under the Purchase and Contribution Agreement. Seller will take all actions to perfect and enforce its rights and interests (and the rights and interests of the Agent, the LC Bank and the Purchasers as assignees of Seller) under the Purchase and Contribution Agreement as the Agent, the LC Bank and any Purchaser may from time to time reasonably request, including, without limitation, making claims to which it may be entitled under any indemnity, reimbursement or similar provision contained in the Purchase and Contribution Agreement.

(d) Section 7.2(e) of the Receivables Purchase Agreement is hereby amended by deleting the phrases “Purchase Agreement or the” and “Purchase Agreement or” where they appears therein.

(e) Section 9.1(i) of the Receivables Purchase Agreement is hereby replaced in its entirety with the following:

(f) Section 9.1(k) of the Receivables Purchase Agreement is hereby amended by deleting the phrases “Purchase Agreement or the” and “, as applicable” in each instance where they appears therein.

(g) Section 11.10 of the Receivables Purchase Agreement is hereby amended by deleting the phrases “Purchase Agreement and” where it appears therein.

(h) The first paragraph of Exhibit I to the Receivables Purchase Agreement is hereby amended by deleting the phrases “Purchase Agreement or the” where it appears therein.

(i) The definition of “Change of Control” set forth in Exhibit I to the Receivables Purchase Agreement is hereby amended by (i) deleting the word “or” at the end of clause (c) thereof, (ii) replacing the semi-colon “;”at the end of clause (c) thereof with a period “.” and (iii) deleting clause (d) thereof.

(j) The definition of “Deferred Purchase Price” set forth in Exhibit I to the Receivables Purchase Agreement is hereby amended by deleting the phrases “the Purchase Agreement and” where it appears therein.

(k) Clause (o) of the definition of “Eligible Receivable” set forth in Exhibit I to the Receivables Purchase Agreement is hereby replaced in its entirety with the following:

(o) as to which all right, title and interest to and in which has been validly transferred by the applicable Originator to Seller pursuant to the Purchase and Contribution Agreement, and Seller has good and marketable title thereto free and clear of any adverse claim, and

(l) The definition of “Event of Termination” set forth in Exhibit I to the Receivables Purchase Agreement is hereby amended by deleting the phrases “the Purchase Agreement and” where it appears therein.

(m) The definition of “Incipient Event of Termination” set forth in Exhibit I to the Receivables Purchase Agreement is hereby amended by deleting the phrases “the Purchase Agreement and” where it appears therein.

(n) The definition of “Originator” set forth in Exhibit I to the Receivables Purchase Agreement is hereby replaced in its entirety with the following:

(o) The defined term “Purchase Agreement” and the definition thereof as set forth in Exhibit I to the Receivables Purchase Agreement are hereby deleted in their entirety.

(p) The second sentence of the defined term “Related Security” set forth in Exhibit I to the Receivables Purchase Agreement is hereby replaced in its entirety with the following:

When used in this Agreement, the term “Related Security” shall include all right, title and interest of the Seller in, to and under the Purchase and Contribution Agreement, and the proceeds of the foregoing.

(q) The definition of “Transaction Documents” set forth in Exhibit I to the Receivables Purchase Agreement is hereby amended by deleting the phrases “the Purchase Agreement,” where it appears therein.

3. Representations and Warranties. Each of Seller and Ferro represents and warrants to the LC Bank, the Agent and the Purchaser as follows:

(a) Representations and Warranties. Both before and immediately after giving effect to this Amendment, each representation and warranty made by it in the Receivables Purchase Agreement and in the other Transaction Documents is true and correct in all material respects as of the date hereof (unless stated to relate solely to an earlier date, in which case such representation or warranty was true and correct as of such earlier date).

(b) Enforceability. The execution and delivery by such Person of this Amendment, and the performance of each of its obligations under this Amendment and the Receivables Purchase Agreement, as amended hereby, are within each of its corporate powers and have been duly authorized by all necessary corporate action on its part. This Amendment and the Receivables Purchase Agreement, as amended hereby, are such Person’s valid and legally binding obligations, enforceable in accordance with its terms except as such enforcement may be limited by applicable bankruptcy, insolvency, reorganization or other similar laws relating to or limiting creditors’ rights generally and by general principles of equity (regardless of whether enforcement is sought in a proceeding in equity or at law).

(c) No Default. Both before and immediately after giving effect to this Amendment and the transactions contemplated hereby, no Amortization Event or Potential Amortization Event exists or shall exist.

4. Consent. Each of the parties hereto hereby consents to the execution, delivery and performance of each of (i) the Purchase and Contribution Agreement Amendment, (ii) the Assignment Agreements and (iii) the Termination Agreement.

5. Effect of Amendment. All provisions of the Receivables Purchase Agreement, as expressly amended and modified by this Amendment, shall remain in full force and effect. After this Amendment becomes effective, all references in the Receivables Purchase Agreement (or in any other Transaction Document) to the “Receivables Purchase Agreement”, or to “hereof”, “herein” or words of similar effect referring to the Receivables Purchase Agreement, shall be deemed to be references to the Receivables Purchase Agreement as amended by this Amendment. This Amendment shall not be deemed, either expressly or impliedly, to waive, amend or supplement any provision of the Receivables Purchase Agreement other than as set forth herein.

6. Conditions Precedent to Effectiveness. This Amendment shall become effective as of the date hereof upon receipt by the Agent of (a) counterparts of this Amendment duly executed by each of the parties hereto, in form and substance satisfactory to the Agent, (b) counterparts of the Purchase and Contribution Agreement Amendment duly executed by each of the parties thereto, in form and substance satisfactory to the Agent, (c) counterparts of the Assignment Agreement duly executed by each of the parties thereto, in form and substance satisfactory to the Agent, (d) counterparts of the Termination Agreement duly executed by each of the parties thereto, in form and substance satisfactory to the Agent, (e) a pro forma Monthly Report, dated as of the date hereof, reporting the Net Pool Balance after giving effect to this Amendment, the Assignment Agreement and the transactions contemplated herein and therein and (f) such other agreements, documents and instruments reasonably requested by the Agent prior to the date hereof.

7. Counterparts. This Amendment may be executed in any number of counterparts and by different parties on separate counterparts, each of which when so executed shall be deemed to be an original and all of which when taken together shall constitute but one and the same instrument. Delivery by facsimile or email of an executed signature page of this Amendment shall be effective as delivery of an executed counterpart hereof.

8. Governing Law. THIS AMENDMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAW OF THE STATE OF NEW YORK (WITHOUT GIVING EFFECT TO THE CONFLICT OF LAWS PRINCIPLES THEREOF OTHER THAN SECTIONS 5-1401 AND 5-1402 OF THE NEW YORK GENERAL OBLIGATIONS LAW WHICH SHALL APPLY HERETO).

9. Section Headings. The various headings of this Amendment are included for convenience only and shall not affect the meaning or interpretation of this Amendment, the Receivables Purchase Agreement, any other Transaction Document or any provision hereof or thereof.

IN WITNESS WHEREOF, the parties have executed this Amendment as of the date first written above.


		Name:			Doris J. Hearn
		Title: Vice President

PNC BANK, NATIONAL ASSOCIATION,

as Agent

By: /s/ William P. Falcon


		Name:			William P. Falcon
		Title: Vice President

PNC BANK, NATIONAL ASSOCIATION,

as LC Bank

By: /s/ Mark Falcione
Name: Mark Falcione
Title: Senior Vice President

SECOND AMENDMENT TO
PURCHASE AND CONTRIBUTION AGREEMENT

THIS SECOND AMENDMENT TO PURCHASE AND CONTRIBUTION AGREEMENT (this “Amendment”), dated as of March 29, 2013, is entered into between FERRO CORPORATION (the “Seller”) and FERRO FINANCE CORPORATION (the “Purchaser”).

RECITALS

1. The Purchaser and the Seller are parties to the Purchase and Contribution Agreement, dated as of June 2, 2009 (as amended, supplemented or otherwise modified through the date hereof, the “Purchase and Contribution Agreement”).

2. Concurrently herewith, the Purchaser, the Seller, PNC Bank, National Association, as agent (in such capacity, the “Agent”) and as issuer of letters of credit, and Market Street Funding LLC are entering into that certain Second Amendment to Amended and Restated Receivables Purchase Agreement, dated as of the date hereof (the “Receivables Purchase Agreement Amendment”).

3. Each of the parties hereto desires to amend the Purchase and Contribution Agreement as hereinafter set forth.

NOW THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:

1. Certain Defined Terms. Capitalized terms that are used herein without definition shall have the meanings set forth in the Purchase and Contribution Agreement or in the Receivables Purchase Agreement (as defined in the Purchase and Contribution Agreement).

2. Amendments to the Purchase and Contribution Agreement. The Purchase and Contribution Agreement is hereby amended as follows:

(a) Clause (2) of the Preliminary Statements of the Purchase and Contribution is hereby replaced in its entirety with the following:

(2) [Reserved].

(b) The following defined terms set forth in Section 1.01 of the Purchase and Contribution Agreement are hereby deleted in their entirety: (i) “FPL”, (ii) “Ferro Color” and (iii) “First-Step Agreement”.

(c) The definition of “Purchase Price” set forth in Section 1.01 of the Purchase and Contribution Agreement is hereby replaced in its entirety with the following:

“Purchase Price” for any Purchase means an amount equal to the Outstanding Balance of the Receivables that are the subject of such Purchase as set forth in the Seller’s General Trial Balance, minus the Discount for such Purchase.

(d) Section 2.01 of the Purchase and Contribution Agreement is hereby amended to delete the parenthetical “(or originated by FPL or Ferro Color and acquired by the Seller pursuant to the First-Step Agreement)” where it appears therein.

(e) Section 2.02(b) of the Purchase and Contribution Agreement is hereby amended to delete the parenthetical “(or originated by FPL or Ferro Color and acquired by the Seller pursuant to the First-Step Agreement)” where it appears therein.

(f) Section 2.02(d) of the Purchase and Contribution Agreement is hereby amended to delete the parenthetical “(or originated by FPL or Ferro Color and acquired by the Seller)” where it appears therein.

(g) Section 4.01(h) of the Purchase and Contribution Agreement is hereby amended to delete the phrase “, Ferro Color or FPL” where it appears therein.

(h) Section 4.01(j) of the Purchase and Contribution Agreement is hereby amended to delete the phrase “, in favor of the Seller in accordance with the First-Step Agreement” where it appears therein.

(i) Section 4.01(o) of the Purchase and Contribution Agreement is hereby amended to delete the phrase “, Ferro Color and FPL” where it appears therein.

(j) Section 5.01(k) of the Purchase and Contribution Agreement is hereby amended by (i) inserting the word “and” at the end of clause (iii) thereof, (ii) deleting the word “and” at the end of clause (iv) thereof and (iii) deleting clause (v) thereof.

(k) Section 5.01(p) of the Purchase and Contribution Agreement is hereby deleted in its entirety.

(l) Section 5.02 of the Purchase and Contribution Agreement is hereby amended by (i) deleting the number “(i)” where it appears therein and (ii) deleting the phrase “, and (ii) to the extent not covered above, all rights of the Seller to receive monies due or to become due under the First-Step Agreement” where it appears therein.

(m) Section 7.01(h) of the Purchase and Contribution Agreement is hereby replaced in its entirety with the following:

(h) [Intentionally omitted.]

(n) Section 7.01(i) of the Purchase and Contribution Agreement is hereby replaced in its entirety with the following:

(i) the Seller shall for any reason cease to transfer, or cease to have the legal capacity to transfer, or otherwise be incapable of transferring Receivables to the Purchaser under this Agreement;

3. Representations and Warranties. Each of the Seller and the Purchaser represents and warrants that:

(a) Representations and Warranties. Immediately after giving effect to this Amendment, each representation and warranty made by it in the Purchase and Contribution Agreement and in the other Transaction Documents is true and correct in all material respects as of the date hereof (unless stated to relate solely to an earlier date, in which case such representation or warranty was true and correct as of such earlier date).

(b) Enforceability. The execution and delivery by such Person of this Amendment, and the performance of each of its obligations under this Amendment and the Purchase and Contribution Agreement, as amended hereby, are within each of its corporate powers and have been duly authorized by all necessary corporate action on its part. This Amendment and the Purchase and Contribution Agreement, as amended hereby, are such Person’s valid and legally binding obligations, enforceable in accordance with its terms except as such enforcement may be limited by applicable bankruptcy, insolvency, reorganization or other similar laws relating to or limiting creditors’ rights generally and by general principles of equity (regardless of whether enforcement is sought in a proceeding in equity or at law).

(c) No Default. Immediately after giving effect to this Amendment, no Event of Termination or Incipient Event of Termination has occurred and is continuing.

4. Effect of Amendment. All provisions of the Purchase and Contribution Agreement, as expressly amended and modified by this Amendment, shall remain in full force and effect. After this Amendment becomes effective, all references in the Purchase and Contribution Agreement (or in any other Transaction Document) to the “Purchase and Contribution Agreement”, or to “hereof”, “herein” or words of similar effect referring to the Purchase and Contribution Agreement, shall be deemed to be references to the Purchase and Contribution Agreement as amended by this Amendment. This Amendment shall not be deemed, either expressly or impliedly, to waive, amend or supplement any provision of the Purchase and Contribution Agreement other than as set forth herein.

5. Conditions Precedent to Effectiveness. This Amendment shall become effective as of the date hereof (i) contemporaneously with effectiveness of the Receivables Purchase Agreement Amendment and (ii) upon receipt by the Agent of each of the following, each in form and substance satisfactory to the Agent:

(a) counterparts of this Amendment duly executed by each of the parties hereto; and

(b) such other documents, agreements, instruments, and opinions as the Agent may request in connection with this Amendment.

6. Counterparts. This Amendment may be executed in any number of counterparts and by different parties on separate counterparts, each of which when so executed shall be deemed to be an original and all of which when taken together shall constitute but one and the same instrument. Delivery by facsimile or email of an executed signature page of this Amendment shall be effective as delivery of an executed counterpart hereof.

7. Governing Law. This Amendment shall be governed by, and construed in accordance with, the internal laws of the State of New York (without regard to any otherwise applicable principles of conflicts of law).

8. Section Headings. The various headings of this Amendment are included for convenience only and shall not affect the meaning or interpretation of this Amendment, the Purchase and Contribution Agreement, any other Transaction Document or any provision hereof or thereof.

[Signature pages follow.]

IN WITNESS WHEREOF, the parties have executed this Amendment as of the date first written above.

FERRO CORPORATION,
as Seller

By: /s/ John T. Bingle
Name: John T. Bingle
Title: Treasurer

FERRO FINANCE CORPORATION,

as Purchaser

By: /s/ John T. Bingle
Name: John T. Bingle
Title: Treasurer

ACKNOWLEDGED AND AGREED:

FERRO CORPORATION,

as Collection Agent

By: /s/ John T. Bingle—
Name: John T. Bingle
Title: Treasurer

TERMINATION AGREEMENT

THIS TERMINATION AGREEMENT (this “Agreement”), dated as of March 29, 2013, between FERRO PFANSTIEHL LABORATORIES, INC. (the “Seller”), and FERRO CORPORATION (the “Purchaser”). Capitalized terms used herein and not otherwise defined herein shall have the meanings set forth in, or by reference in, the Purchase Agreement (as defined below).

PRELIMINARY STATEMENT

WHEREAS, the Purchaser and the Seller are parties to that certain Purchase Agreement, dated as of June 2, 2009 (as amended, supplemented or otherwise modified prior to the date hereof, the “Purchase Agreement”);

WHEREAS, concurrently herewith, the Purchaser and Ferro Finance Corporation (the “SPE”) are entering into that certain Assignment Agreement, with the Agent, Market Street and PNC Bank, National Association, as LC Bank (the “Assignment Agreement”), dated as of the date hereof;

WHEREAS, concurrently herewith, the Purchaser, the SPE, PNC Bank, National Association, as agent (in such capacity, the “Agent”), and as issuer of letters of credit, and Market Street Funding LLC (“Market Street”) are entering into that certain Second Amendment to Amended and Restated Receivables Purchase Agreement (the “Receivables Purchase Agreement Amendment”), dated as of the date hereof; and

WHEREAS, in connection with the consummation of the transactions contemplated by the Assignment Agreement and the Receivables Purchase Agreement Amendment, the parties hereto desire to terminate the Purchase Agreement and the Deferred Purchase Price Note issued by the Purchaser in favor of the Seller (the “Subject Note”).

NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:

1. Termination of the Purchase Agreement and the Subject Note. After giving effect to the reduction of the outstanding principal balance thereof pursuant to the Assignment Agreement of even date herewith between Seller and Purchaser, and notwithstanding anything to the contrary in the Purchase Agreement, the Subject Note or any other Transaction Document, no further rights or obligations shall exist under the Purchase Agreement or the Subject Note and both the Purchase Agreement and the Subject Note shall be terminated in their entirety and shall be of no further force or effect (subject to, in each case, the survival of all provisions thereof which by their terms expressly survive the termination of the Purchase Agreement or the Subject Note).

2. Authorization to File Termination Statement or Financing Statement Amendment. Upon the effectiveness of this Agreement, the Agent and the Purchaser hereby authorizes the Seller (or any other Person on its behalf) to file (at the expense of the Seller) a UCC-3 financing statement amendment, in form and substance satisfactory to the Agent, terminating or assigning the UCC-1 financing statement identified on Exhibit A hereto.

3. Waiver. Each of the parties hereto hereby expressly waives any notice or other requirements set forth in the Purchase Agreement, the Subject Note or any other Transaction Document (other than any notice or other requirement set forth herein) as a prerequisite or condition precedent to the terms set forth herein.

4. Conditions Precedent to Effectiveness. This Agreement shall become effective as of the date hereof (i) concurrently with effectiveness of the Receivables Purchase Agreement Amendment and (ii) upon receipt by the Agent of (a) counterparts of this Agreement duly executed by each of the parties hereto, in form and substance satisfactory to the Agent, and (b) evidence of the cancellation of the Subject Note.

5. Representations and Warranties. Each of the Purchaser and the Seller hereby represents and warrants to the Agent and the other parties hereto as follows:

(a) Enforceability. The execution and delivery by such Person of this Agreement, and the performance of each of its obligations under this Agreement, are within each of its corporate powers and have been duly authorized by all necessary corporate action on its part. This Agreement is such Person’s valid and legally binding obligation, enforceable in accordance with its terms except as such enforcement may be limited by applicable bankruptcy, insolvency, reorganization or other similar laws relating to or limiting creditors’ rights generally and by general principles of equity (regardless of whether enforcement is sought in a proceeding in equity or at law).

(b) No Default. Both before and immediately after giving effect to this Agreement and the transactions contemplated hereby and after giving effect to the consent set forth in Section 4 of the Receivables Purchase Agreement Amendment, no Event of Termination or Incipient Event of Termination exists or shall exist.

(c) Subject Note. The Seller has (i) received payment in full of all amounts, if any, that were outstanding under the Subject Note, (ii) as of the date hereof, after giving effect to any such payment, no amounts are outstanding under the Subject Note and (iii) the Seller has not assigned any of its rights under the Subject Note to any Person.

6. Further Assurances. Each of the Purchaser and the Seller shall cooperate with, and take such action as may be reasonably requested by, the Agent or any other party hereto in order to carry out the provisions and purposes of this Agreement, generally, and the transactions contemplated hereby.

7. Governing Law. THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK WITHOUT REGARD TO ANY CONFLICT OF LAWS PRINCIPLES THEREOF THAT WOULD CALL FOR THE APPLICATION OF THE LAWS OF ANY OTHER JURISDICTION.

8. Counterparts. This Agreement may be executed in any number of counterparts and by different parties hereto on separate counterparts, each of which when so executed shall be deemed to be an original and all of which taken together shall constitute one and the same agreement.

9. Headings. The section headings contained in this Agreement are and shall be without substantive meaning or content of any kind whatsoever and are not a part of the agreement between the parties hereto.

10. Third Party Beneficiaries. The Agent, the LC Bank and Market Street are intended third party beneficiaries of this Agreement and shall have the right to rely on the terms of this Agreement and enforce the provisions hereof.

11. Waivers and Amendments. This Agreement shall not be waived, amended or otherwise modified except in writing, duly executed by each of the parties hereto with the prior written consent of the Agent.

[Signature pages follow]

IN WITNESS WHEREOF, the parties have caused this Agreement to be executed and delivered as of the day first above written.

FERRO PFANSTIEHL LABORATORIES, INC.

By: /s/ John T. Bingle
Name: John T. Bingle
Title: Treasurer

FERRO CORPORATION

By: /s/ John T. Bingle
Name: John T. Bingle
Title: Treasurer

PNC BANK, NATIONAL ASSOCIATION,

as Agent


By:		/s/ Mark S. Falcione

Name:		Mark S. Falcione

Title: Executive Vice President

Exhibit A

UCC-1 FINANCING STATEMENT TO BE TERMINATED OR ASSIGNED

For Immediate Release

FERRO ANNOUNCES SALE OF ITS PHARMACEUTICALS BUSINESS

• Represents continued execution of Ferro’s value creation strategy

• Advances focus on core businesses

CLEVELAND—April 1, 2013—Ferro Corporation (NYSE: FOE, the “Company”) announced today that it has completed the sale of its pharmaceuticals business, Pfanstiehl Laboratories, to PLI Holdings, Inc., an affiliate of Med Opportunity Partners, LLC. Consideration was comprised of a $16.9 million cash payment and an earn-out incentive payment of up to $8 million, payable over two years based on attained earnings targets. In addition, the Company retained certain tax benefits with an estimated value of approximately $5 million. Ferro’s pharmaceuticals business generated segment income of $2.4 million in 2012.

The divestiture follows the Company’s February 6, 2013, sale of its solar pastes assets and marks the continued execution of Ferro’s strategy to divest non-core businesses and drive earnings growth and profitability from its core Performance Materials and Performance Chemicals businesses.

“The sale of our pharmaceuticals business is another important milestone in our value creation strategy. The Ferro portfolio now is more fully concentrated in our core technologies in coatings and color and glass science, polymer science, and organic synthesis,” said Peter Thomas, Interim President and Chief Executive Officer of Ferro. “Together with our previously announced initiatives to reduce costs by more than $50 million, the successful sale of our solar pastes assets, and the additional financial flexibility gained by amending our credit facility, today’s announcement reflects the Board’s and management’s commitment to drive shareholder value from our Performance Materials and Performance Chemicals businesses. We will remain focused on improving return on invested capital and cash flow by streamlining operations, reducing operating costs, and pursuing select growth opportunities. We are energized by the progress we’re making and committed to reaching our value creation objectives.”

Mr. Thomas added, “On behalf of everyone at Ferro, I thank the Pfanstiehl team for their many contributions. I am confident they will have exciting opportunities ahead. I also extend our thanks to our advisors on the transaction. The sale announced today is the culmination of an extended period of marketing the business.”

The Company was advised by KeyBanc Capital Markets and Calfee, Halter & Griswold LLP.

About Ferro Corporation

Ferro Corporation (http://www.ferro.com) is a leading global supplier of technology-based performance materials and chemicals for manufacturers. Ferro products are sold into the building and construction, automotive, appliances, electronics, household furnishings, and industrial products markets. Headquartered in Mayfield Heights, Ohio, the Company has approximately 4,780 employees globally and reported 2012 sales of $1.8 billion.

About Pfanstiehl

Pfanstiehl is a leading technology-based provider of specialized products and services for niche pharmaceutical and biotechnological applications. Pfanstiehl produces commercial quantities of high-purity, low-endotoxin sugars utilized as injectable excipients and for cell culture media and protein stabilization as well as high-potency active pharmaceutical ingredients (APIs), including cytotoxic actives. The business is located in Waukegan, Illinois, and has 80 employees.

About Med Opportunity Partners, LLC

Med Opportunity Partners LLC (http://www.MedOpportunity.com) is a private equity firm that invests in healthcare companies at their growth stage. It is based in Greenwich, Connecticut.

Cautionary Note on Forward-Looking Statements

Certain statements in this press release may constitute “forward-looking statements” within the meaning of Federal securities laws. These statements are subject to a variety of uncertainties, unknown risks and other factors concerning the Company’s operations and business environment. Important factors that could cause actual results to differ materially from those suggested by these forward-looking statements and that could adversely affect the Company’s future financial performance include the following:

• demand in the industries into which Ferro sells its products may be unpredictable, cyclical or heavily influenced by consumer spending;

• Ferro’s ability to successfully implement its value creation strategy;

• Ferro’s ability to successfully implement and/or administer its cost-saving initiatives, including its restructuring programs, and to produce the desired results, including projected savings;

• restrictive covenants in the Company’s credit facilities could affect its strategic initiatives and liquidity;

• Ferro’s ability to access capital markets, borrowings, or financial transactions;

• the effectiveness of the Company’s efforts to improve operating margins through sales growth, price increases, productivity gains, and improved purchasing techniques;

• the availability of reliable sources of energy and raw materials at a reasonable cost;

• currency conversion rates and economic, social, regulatory, and political conditions around the world;

• Ferro’s presence in certain geographic regions, including Latin America and Asia-Pacific, where it can be difficult to compete lawfully;

• increasingly aggressive domestic and foreign governmental regulations on hazardous materials and regulations affecting health, safety and the environment;

• Ferro’s ability to successfully introduce new products or enter into new growth markets;

• sale of products into highly regulated industries;

• limited or no redundancy for certain of the Company’s manufacturing facilities and possible interruption of operations at those facilities;

• Ferro’s ability to complete future acquisitions or dispositions, or successfully integrate future acquisitions;

• competitive factors, including intense price competition;

• Ferro’s ability to protect its intellectual property or to successfully resolve claims of infringement brought against the Company;

• management of Ferro’s general and administrative expenses;

• Ferro’s multi-jurisdictional tax structure;

• the impact of the Company’s performance on its ability to utilize significant deferred tax assets;

• the effectiveness of strategies to increase Ferro’s return on capital;

• the impact of operating hazards and investments made in order to meet stringent environmental, health and safety regulations;

• stringent labor and employment laws and relationships with the Company’s employees;

• the impact of requirements to fund employee benefit costs, especially post-retirement costs;

• implementation of new business processes and information systems;

• the impact of interruption, damage to, failure, or compromise of the Company’s information systems;

• exposure to lawsuits in the normal course of business;

• risks and uncertainties associated with intangible assets, including the final amount of impairment and other charges described in this press release;

• Ferro’s borrowing costs could be affected adversely by interest rate increases;

• liens on the Company’s assets by its lenders affect its ability to dispose of property and businesses;

• Ferro may not pay dividends on its common stock in the foreseeable future; and

• other factors affecting the Company’s business that are beyond its control, including disasters, accidents, and governmental actions.

The risks and uncertainties identified above are not the only risks the Company faces. Additional risks and uncertainties not presently known to the Company or that it currently believes to be immaterial also may adversely affect the Company. Should any known or unknown risks and uncertainties develop into actual events, these developments could have material adverse effects on our business, financial condition and results of operations.

This release contains time-sensitive information that reflects management’s best analysis only as of the date of this release. The Company does not undertake any obligation to publicly update or revise any forward-looking statements to reflect future events, information or circumstances that arise after the date of this release. Additional information regarding these risks can be found in our Annual Report on Form 10-K for the period ended December 31, 2012.

Contacts

Ferro Corporation
Investor Contact:
John Bingle, 216-875-5411
Treasurer and Director of Investor Relations
john.bingle@ferro.com

Media Contact:
Mary Abood, 216-875-5401
Director, Corporate Communications
mary.abood@ferro.com


Ohio	1-584	34-0217820
_____________________ (State or other jurisdiction	_____________ (Commission	______________ (I.R.S. Employer
of incorporation)	File Number)	Identification No.)

6060 Parkland Boulevard, Mayfield Heights, Ohio		44124
_________________________________ (Address of principal executive offices)		___________ (Zip Code)


	Ferro Corporation

April 3, 2013	By:	Jeffrey L. Rutherford

		Name: Jeffrey L. Rutherford
		Title: Vice President and Chief Financial Officer


Exhibit No.		Description

10.1		Second Amendment to Amended and Restated Receivables Purchase Agreement among Ferro Finance Corporation, Ferro Corporation, Market Street Funding LLC and PNC Bank, National Association, as Agent and LC Bank.
10.2		Second Amendment to Purchase and Contribution Agreement by and between Ferro Corporation and Ferro Finance Corporation.
10.3		Termination Agreement by and between Ferro Corporation and Ferro Pfanstiehl Laboratories Inc.
99.1		Press Release


Date of Report (Date of Earliest Event Reported):		March 29, 2013


Registrant’s telephone number, including area code:		216-875-5600