CNH INDUSTRIAL ANNOUNCES PRICING OF ITS OFFERING OF EURO 650,000,000 GUARANTEED 1.750% NOTES DUE SEPTEMBER 2025
London, September 1, 2017
Following the previous announcement by CNH Industrial N.V. (NYSE: CNHI / MI: CNHI) of the launch of a benchmark note issuance denominated in Euro, CNH Industrial N.V. confirms that the offering will be of Euro 650,000,000 in principal amount of 1.750% notes due September 12, 2025 with an issue price of 99.248% of the principal amount.
The closing of the offering is currently expected on September 12, 2017. The notes will be issued by CNH Industrial Finance Europe S.A., a wholly-owned subsidiary of CNH Industrial N.V., under the Euro Medium Term Note Programme guaranteed by CNH Industrial N.V. CNH Industrial Finance Europe S.A intends to use the net proceeds from the offering for its general corporate purposes, which may include the repurchase of a portion of its outstanding Euro 1.2 billion 6.250 per cent notes due 2018, Euro 1 billion 2.750 per cent notes due 2019 and Euro 700 million 2.875 per cent Notes due 2021.
NOT FOR DISTRIBUTION OR RELEASE IN THE UNITED STATES OR TO U.S. PERSONS
The notes will be offered and sold only outside the United States to institutional investors that are not “U.S. persons” (as such term is defined in Regulation S under the U.S. Securities Act of 1933, as amended (the "Securities Act")) and have not been and will not be registered under the Securities Act or any other securities laws. The notes may not be offered or sold in the United States or to or for the account or benefit of “U.S. persons” absent registration under the Securities Act or an applicable exemption from the registration requirements thereof.
This press release shall not constitute an offer to sell or an offer of financial products or securities, nor shall there be any sale of these notes, in the United States or any state or jurisdiction in which such an offer or sale would be unlawful. No action has been or will be taken to permit a public offering of the notes in any jurisdiction.
The offering of the notes has not been cleared by the Commissione Nazionale per le Societá e la Borsa (CONSOB), pursuant to Italian securities legislation. Accordingly, the Notes have not been and will not be offered, sold or delivered in Italy in a solicitation to the public (sollecitazione all'investimento), and the notes may only be offered, sold or delivered in Italy in compliance with applicable laws and regulations.
This press release is directed only (i) to persons who are outside the United Kingdom, (ii) to persons who have professional experience in matters relating to investments falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended (the “Financial Promotion Order”) or (iii) to high net worth entities falling within Article 49(2)(a) to (d) ("high net worth companies, unincorporated associations, etc.") of the Financial Promotion Order (all such persons together being referred to as "Relevant Persons"). This press release must not be acted on or relied on by persons who are not Relevant Persons. Any investment activity to which this press release relates is reserved for Relevant Persons only and may only be engaged in by Relevant Persons.
In the Netherlands, this press release is directed only to qualified investors within the meaning of the Dutch Financial Supervision Act (Wet op het financieel toezicht).
This press release contains forward-looking statements. These statements reflect current beliefs, as well as assumptions made by, and information available to, the entities referred to in this press release. Forward-looking statements are not guarantees of future performance and involve risks and uncertainties. Actual future results and developments could differ materially from those set forth in these statements due to various factors. These factors include, among others, changes in the general economic and competitive situation, particularly in the CNH Industrial Group's businesses and markets. In addition, future results and developments could be affected by the performance of financial markets, fluctuations in exchange rates and changes in national and supranational law. None of the companies referenced in this press release undertake any obligation to update forward-looking statements.