Attached files

file filename
EX-1.2 - EX-1.2 - Molycorp, Inc.a12-30306_7ex1d2.htm
EX-1.1 - EX-1.1 - Molycorp, Inc.a12-30306_7ex1d1.htm
EX-4.1 - EX-4.1 - Molycorp, Inc.a12-30306_7ex4d1.htm
EX-5.2 - EX-5.2 - Molycorp, Inc.a12-30306_7ex5d2.htm
EX-5.1 - EX-5.1 - Molycorp, Inc.a12-30306_7ex5d1.htm
EX-23.3 - EX-23.3 - Molycorp, Inc.a12-30306_7ex23d3.htm
EX-10.1 - EX-10.1 - Molycorp, Inc.a12-30306_7ex10d1.htm

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C.  20549

 

FORM 8-K

 

CURRENT REPORT PURSUANT TO

SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934

 

Date of Report (Date of earliest event reported):  January 24, 2013

 

Molycorp, Inc.

(Exact name of registrant as specified in its charter)

 

Delaware

 

001-34827

 

27-2301797

(State or other jurisdiction of incorporation)

 

(Commission File
Number)

 

(IRS Employer Identification No.)

 

5619 Denver Tech Center Parkway,
Suite 1000,

Greenwood Village, CO

 

80111

(Address of principal executive offices)

 

(Zip Code)

 

Registrant’s telephone number, including area code:  (303) 843-8040

 

 

(Former name or former address, if changed since last report)

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

o            Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

o            Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

o            Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

o            Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

 

 



 

Item 8.01.                Other Events.

 

Molycorp, Inc. (the “Company”) is filing herewith the following exhibits to its Registration Statement on Form S-3 (Registration No. 333-183336):

 

1.              Underwriting Agreement, dated as of January 24, 2013, by and among the Company, Morgan Stanley & Co. LLC, J.P. Morgan Securities LLC and the other underwriters named on Schedule I thereto;

 

2.              Underwriting Agreement, dated as of January 24, 2013, by and among the Company, Morgan Stanley & Co. LLC, J.P. Morgan Securities LLC, Goldman, Sachs & Co. and the other underwriters named on Schedule I thereto;

 

3.              Form of Second Supplemental Indenture by and between the Company and Wells Fargo Bank, National Association, as Trustee;

 

4.              Opinions of Jones Day;

 

5.              Share Lending Agreement, dated as of January 24, 2013, by and between the Company, as Lender, and Morgan Stanley Capital Services LLC, as Borrower; and

 

6.              Consent of IMCOA.

 

Item 9.01.                Financial Statements and Exhibits.

 

(d)         Exhibits.

 

Exhibit
Number

 

Description

 

 

 

1.1

 

Underwriting Agreement, dated as of January 24, 2013, by and among the Company, Morgan Stanley & Co. LLC, J.P. Morgan Securities LLC and the other underwriters named on Schedule I thereto

 

 

 

1.2

 

Underwriting Agreement, dated as of January 24, 2013, by and among the Company, Morgan Stanley & Co. LLC, J.P. Morgan Securities LLC, Goldman, Sachs & Co. and the other underwriters named on Schedule I thereto

 

 

 

4.1

 

Form of Second Supplemental Indenture by and between the Company and Wells Fargo Bank, National Association, as Trustee

 

 

 

5.1

 

Opinion of Jones Day (5.50% Convertible Senior Notes due 2018 of the Company)

 

 

 

5.2

 

Opinion of Jones Day (Common Stock of the Company)

 

 

 

10.1

 

Share Lending Agreement, dated as of January 24, 2013, by and between the Company, as Lender, and Morgan Stanley Capital Services LLC, as Borrower

 

 

 

23.1

 

Consent of Jones Day (included in Exhibit 5.1)

 

 

 

23.2

 

Consent of Jones Day (included in Exhibit 5.2)

 

 

 

23.3

 

Consent of IMCOA

 

2



 

SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

 

 

 

MOLYCORP, INC.

 

 

 

 

 

 

 

 

 

 

By:

/s/ Michael F. Doolan

 

 

 

Name:

Michael F. Doolan

 

 

 

Title:

Executive Vice President and Chief Financial Officer

 

 

Date:  January 30, 2013

 

3



 

EXHIBIT INDEX

 

Exhibit
Number

 

Description

 

 

 

1.1

 

Underwriting Agreement, dated as of January 24, 2013, by and among the Company, Morgan Stanley & Co. LLC, J.P. Morgan Securities LLC and the other underwriters named on Schedule I thereto

 

 

 

1.2

 

Underwriting Agreement, dated as of January 24, 2013, by and among the Company, Morgan Stanley & Co. LLC, J.P. Morgan Securities LLC, Goldman, Sachs & Co. and the other underwriters named on Schedule I thereto

 

 

 

4.1

 

Form of Second Supplemental Indenture by and between the Company and Wells Fargo Bank, National Association, as Trustee

 

 

 

5.1

 

Opinion of Jones Day (5.50% Convertible Senior Notes due 2018 of the Company)

 

 

 

5.2

 

Opinion of Jones Day (Common Stock of the Company)

 

 

 

10.1

 

Share Lending Agreement, dated as of January 24, 2013, by and between the Company, as Lender, and Morgan Stanley Capital Services LLC, as Borrower

 

 

 

23.1

 

Consent of Jones Day (included in Exhibit 5.1)

 

 

 

23.2

 

Consent of Jones Day (included in Exhibit 5.2)

 

 

 

23.3

 

Consent of IMCOA

 

4