- Strong interest leads to increase of originally planned transaction volume by approximately EUR 1.1 billion
- Six tranches with five, seven and ten year maturities in Euros and U.S.-Dollars
- Significant improvement in cost of debt and maturity profile
IHO Holding, a group of holding companies indirectly owned by the Schaeffler Family, has successfully placed approximately EUR 3.6 billion equivalent senior secured notes in Euros and U.S.-Dollars with institutional investors. Due to the strong interest from Europe and the U.S. the originally planned transaction volume of EUR 2.5 billion has been increased by approximately EUR 1.1 billion.
The issue consists of three Euro tranches and three U.S.-Dollar tranches with maturities of five, seven and ten years. The three Euro tranches have a nominal value of EUR 750 million each. The bond with a maturity of five years has a coupon of 2.75 percent, the bond with a maturity of seven years has a coupon of 3.25 percent and the bond with a maturity of ten years has a coupon of 3.75 percent. The three U.S.-Dollar tranches have a nominal value of USD 500 million each. The bond with a maturity of five years has a coupon of 4.125 percent, the bond with a maturity of seven years has a coupon of 4.5 percent and the bond with a maturity of 10 years has a coupon of 4.75 percent. The bonds will be listed on the Euro MTF market of the Luxembourg Stock Exchange.
The proceeds from the bond issuance will be used to redeem all existing bonds of IHO Holding in the amount of EUR 1.7 billion with coupons ranging from 5.75 to 6.875 percent, for the prepayment cost and for the full prepayment of the Loan Note of Schaeffler AG of approximately EUR 1.7 billion.
The issuance is part of a refinancing of existing indebtedness of IHO Holding. Apart from the above mentioned bonds the refinancing includes a new EUR 800 million credit agreement with four international banks that replaces the previous credit agreement of IHO Holding. The refinancing will significantly reduce financing costs of IHO Holding and extend the debt maturity profile.
Deutsche Bank AG and Citigroup were Joint Global Coordinators and Joint Bookrunners. Bank of America Merrill Lynch and HSBC were Joint Bookrunners.
This announcement does not contain or constitute an offer of, or the solicitation of an offer to buy or subscribe for, securities to any person in Australia, Canada, Japan, or the United States of America or in any jurisdiction to whom or in which such offer or solicitation is unlawful. Subject to certain exceptions, the securities referred to herein may not be offered or sold in Australia, Canada, Japan or the United States of America or to, or for the account or benefit of, any national, resident or citizen of Australia, Canada, Japan or the United States of America. The offer and sale of the securities referred to herein has not been and will not be registered under the applicable securities laws of Australia, Canada, Japan or the United States of America. There will be no public offer of the securities in any jurisdiction.
The securities referred to herein will not be registered under the U.S. Securities Act of 1933, as amended (the “U.S. Securities Act”), or any U.S. State security laws and may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements of the U.S. Securities Act.
This document has been prepared on the basis that there was no public offering in connection with this transaction nor will there be a public offering of the securities. No approved prospectus was or will be prepared in connection with this transaction. Any offer of securities in any Member State of the European Economic Area (”EEA”) which has implemented the Prospectus Directive (2003/71/EC), as amended, including any relevant implementing measures to implement the Directive 2010/73/EU, (each, a “Relevant Member State”) will only be made if no prospectus for offers of securities has to be published. Accordingly any person making or intending to make any offer in that Relevant Member State of securities which are the subject of the placement contemplated in this announcement may only do so in circumstances in which no obligation arises for Schaeffler to publish a prospectus pursuant to Article 3 of the Prospectus Directive (as amended by the Directive 2010/73/EU, to the extent such amendments have already been implemented in the Relevant Member State) or supplement a prospectus pursuant to Article 16 of the Prospectus Directive (as amended by the Directive 2010/73/EU, to the extent such amendments have already been implemented in the Relevant Member State), in each case, in relation to such offer. Schaeffler has not authorized, nor does it authorize, the making of any offer of securities in circumstances in which an obligation arises for Schaeffler to publish or supplement a prospectus for such offer.
Forward-looking statements and projections
Certain statements in this press release are forward-looking statements. By their nature, forward-looking statements involve a number of risks, uncertainties and assumptions that could cause actual results or events to differ materially from those expressed or implied by the forward-looking statements. These risks, uncertainties and assumptions could adversely affect the outcome and financial consequences of the plans and events described herein. No one undertakes any obligation to publicly update or revise any forward-looking statement, whether as a result of new information, future events or otherwise. You should not place any undue reliance on forward-looking statements which speak only as of the date of this press release. Statements contained in this press release regarding past trends or events should not be taken as representation that such trends or events will continue in the future. The cautionary statements set out above should be considered in connection with any subsequent written or oral forward-looking statements that Schaeffler, or persons acting on its behalf, may issue.