On July 18, 2013, Schaeffler Holding successfully placed approximately €1.5 billion of senior secured HoldCo bonds on the international capital markets. The issue was more than four times oversubscribed. The bond issue was part of the refinancing agreement of €3.875 billion that Schaeffler Holding signed with its bank lenders on July 16, 2013. The bonds were placed in a short period of time with international investors in Europe and the US.
The issue consists of one Euro tranche and one US-Dollar tranche. The Euro tranche has a volume of €800 million and the US-Dollar tranche totals $1,000 million. Both tranches have a coupon of 6,875 percent and a maturity of five years.
The bonds will be issued by Schaeffler Holding Finance B.V. and guaranteed by Schaeffler Verwaltungs GmbH. They will be listed on the Euro MTF market of the Luxembourg Stock Exchange. Standard & Poor's and Moody's have rated the bonds B- and B2, respectively.
The net proceeds from the high yield bonds will be used to partially prepay outstanding bank loan facilities. The remaining bank loan volume was refinanced with improved terms and conditions. Through these measures, Schaeffler Holding's cost of debt will be significantly reduced.
"With the very successful placement of the HoldCo bonds, the refinancing of Schaeffler Holding debt was completed in a short period of time. The refinancing is another important milestone in deleveraging our capital structure over time and for the longer term strategic development of Schaeffler Group," said Maria-Elisabeth Schaeffler and Georg F.W. Schaeffler, shareholders of Schaeffler Group.
Important Notice
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 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 or Japan or to, or for the account or benefit of, any national, resident or citizen of Australia, Canada or Japan. 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 or Japan. There will be no public offer of the securities in any jurisdiction.
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.
The issue consists of one Euro tranche and one US-Dollar tranche. The Euro tranche has a volume of €800 million and the US-Dollar tranche totals $1,000 million. Both tranches have a coupon of 6,875 percent and a maturity of five years.
The bonds will be issued by Schaeffler Holding Finance B.V. and guaranteed by Schaeffler Verwaltungs GmbH. They will be listed on the Euro MTF market of the Luxembourg Stock Exchange. Standard & Poor's and Moody's have rated the bonds B- and B2, respectively.
The net proceeds from the high yield bonds will be used to partially prepay outstanding bank loan facilities. The remaining bank loan volume was refinanced with improved terms and conditions. Through these measures, Schaeffler Holding's cost of debt will be significantly reduced.
"With the very successful placement of the HoldCo bonds, the refinancing of Schaeffler Holding debt was completed in a short period of time. The refinancing is another important milestone in deleveraging our capital structure over time and for the longer term strategic development of Schaeffler Group," said Maria-Elisabeth Schaeffler and Georg F.W. Schaeffler, shareholders of Schaeffler Group.
Important Notice
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 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 or Japan or to, or for the account or benefit of, any national, resident or citizen of Australia, Canada or Japan. 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 or Japan. There will be no public offer of the securities in any jurisdiction.
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.
