CNH INDUSTRIAL AND CNH INDUSTRIAL FINANCE EUROPE S.A. ANNOUNCE CASH TENDER OFFER ON EURO NOTES ISSUED BY CNH INDUSTRIAL FINANCE EUROPE S.A. AND GUARANTEED BY CNH INDUSTRIAL N.V.
London, 5 December 2018
CNH Industrial N.V. (NYSE: CNHI /MI: CNHI ) (CNH Industrial or the Guarantor) together with its subsidiary CNH Industrial Finance Europe S.A. a public limited liability company (société anonyme) incorporated and existing under the laws of the Grand Duchy of Luxembourg, having its registered office at 24, boulevard Royal, L-2449 Luxembourg, Grand Duchy of Luxembourg and registered with the Luxembourg Register of Commerce and Companies under number B-155849 (the Company) hereby announce the Company’s invitation to eligible holders (subject to the offer restrictions referred to below) of the Company’s €700,000,000 2.875 per cent. Notes due 27 September 2021 guaranteed by CNH Industrial (ISIN: XS1114452060) (the 2021 Notes) to tender their 2021 Notes for purchase by the Company for cash up to an aggregate maximum acceptance amount of €300,000,000 in aggregate nominal amount (the Maximum Acceptance Amount) (the Offer).
The Offer is made on the terms and subject to the conditions set out in the tender offer memorandum dated 5 December 2018 (the Tender Offer Memorandum).
Copies of the Tender Offer Memorandum are (subject to distribution restrictions) available from the Tender Agent as set out below. Capitalised terms used in this announcement but not defined have the meanings given to them in the Tender Offer Memorandum.
Indicative Timetable for the Offer
* The Company reserves the right, in its sole and absolute discretion and for any reason, to increase or decrease the Maximum Acceptance Amount.
Rationale for the Offer
The Company is making the Offer as a way of managing the Group's financial liabilities and cost of debt financing. The Company’s intention is to cancel, on or around the Settlement Date, all of the 2021 Notes that have been accepted for purchase pursuant to the Offer.
Purchase Price and Accrued Interest
The Company will pay, for the 2021 Notes accepted by it for purchase pursuant to the Offer, a price (the Purchase Price, expressed as a percentage and rounded to the third decimal place, with 0.0005 being rounded upwards) as described below.
The Purchase Price shall be determined at or around 12 noon (CET) (the Pricing Time) on 13 December 2018 (the Pricing Date) in the manner described in the Tender Offer Memorandum by reference to a yield (such yield, the Purchase Yield) calculated as the sum of (a) a purchase spread of 60 bps (the Purchase Spread) and (b) the Interpolated Mid-Swap Rate. The Purchase Price will be determined in accordance with market convention and expressed as a percentage of the nominal amount of the Notes, and is intended to reflect a yield to maturity of the 2021 Notes on the Settlement Date equal to the Purchase Yield.
The Company will also pay an Accrued Interest Payment in respect of 2021 Notes accepted for purchase pursuant to the Offer.
Maximum Acceptance Amount and Scaling
Maximum Acceptance Amount
If the Company decides, in its sole and absolute discretion, to accept valid tenders of 2021 Notes pursuant to the Offer, it will accept for purchase up to an aggregate nominal amount of 2021 Notes equal to the Maximum Acceptance Amount.
In addition, the Company reserves the right to increase, in its sole and absolute discretion, the Maximum Acceptance Amount at any time, including after the Expiration Deadline.
The Company is under no obligation to accept for purchase any 2021 Notes tendered pursuant to the Offer. The acceptance for purchase by the Company of 2021 Notes tendered pursuant to the Offer is at the sole and absolute discretion of the Company and tenders may be rejected by the Company for any reason in its sole and absolute discretion.
If the Company accepts any 2021 Notes for purchase pursuant to the Offer and the aggregate nominal amount of 2021 Notes validly tendered is greater than the Maximum Acceptance Amount, the Company intends to accept such 2021 Notes for purchase on a pro rata basis such that the aggregate nominal amount accepted for purchase pursuant to the Offer is no greater than the Maximum Acceptance Amount.
In the circumstances in which valid tenders of 2021 Notes pursuant to the Offer are to be accepted, at the sole and absolute discretion of the Company, on a pro rata basis, each such tender of 2021 Notes will be scaled by a factor rounded to the nearest 0.000001 (with 0.0000005 being rounded upwards) (each a Pro-Ration Factor) equal to (i) the Maximum Acceptance Amount, divided by (ii) the aggregate nominal amount of 2021 Notes validly tendered pursuant to the Offer (subject to adjustment to allow for the aggregate nominal amount of 2021 Notes accepted for purchase, following the rounding of tenders of 2021 Notes as described below, to equal the Maximum Acceptance Amount exactly).
Each tender of 2021 Notes that is scaled in this manner will be rounded down or up at the Company’s discretion to the nearest €1,000 provided, in each case, that the Company will only accept valid tenders of 2021 Notes to the extent any such pro-rating would not result in the relevant Noteholder transferring 2021 Notes to the Company in an aggregate nominal amount which is less than the minimum denomination (as described below) of the 2021 Notes.
In order to participate in, and be eligible to receive the Purchase Price and Accrued Interest Payment pursuant to the Offer, Noteholders must validly tender their 2021 Notes by delivering, or arranging to have delivered on their behalf, a valid Tender Instruction that is received by the Tender Agent by 5.00 p.m. (CET) on 12 December 2018 (the Expiration Deadline).
Tender Instructions will be irrevocable except in the limited circumstances described in the Tender Offer Memorandum.
Tender Instructions must be submitted in respect of a nominal amount of 2021 Notes of no less than €100,000, being the minimum denomination of the 2021 Notes, and may, in each case, be submitted in integral multiples of €1,000 above €100,000. A separate Tender Instruction must be completed on behalf of each beneficial owner.
The Company is not under any obligation to accept any tender of 2021 Notes for purchase pursuant to the Offer. Tenders of 2021 Notes for purchase may be rejected in the sole discretion of the Company for any reason and the Company is not under any obligation to Noteholders to furnish any reason or justification for refusing to accept a tender of 2021 Notes for purchase. For example, tenders of 2021 Notes for purchase may be rejected if the Offer is terminated, if the Offer does not comply with the relevant requirements of a particular jurisdiction or for any other reason.
Times and Dates
(All times are CET)
|Commencement of the Offer||5 December 2018|
|Expiration Deadline||5.00 p.m. on 12 December 2018|
|Announcement of Indicative Results of Offer||13 December 2018 at or around 10.00 a.m.|
|Pricing Date and Pricing Time||13 December 2018 at or around12 noon|
|Announcement of Final Results and Pricing||
As soon as reasonably
practicable after the Pricing Time
on the Pricing Date
17 December 2018
The Company may, in its sole discretion, extend, re-open, amend, waive any condition of or terminate the Offer at any time, including in respect of the Maximum Acceptance Amount (subject to applicable law and as provided in the Tender Offer Memorandum), and the above times and dates are subject to the Company's right to so extend, re-open, amend and/or terminate the Offer.
Noteholders are advised to check with any bank, securities broker or other intermediary through which they hold 2021 Notes when such intermediary would need to receive instructions from a Noteholder in order for that Noteholder to be able to participate in, or (in the limited circumstances in which revocation is permitted) revoke their instruction to participate in, the Offer before the deadlines specified above and in the Tender Offer Memorandum. The deadlines set by any such intermediary and each Clearing System for the submission of Tender Instructions will be earlier than the relevant deadlines specified above and in the Tender Offer Memorandum.
Unless stated otherwise, announcements in connection with the Offer will be made (i) by publication via the Companies Announcements Office of the Irish Stock Exchange (at "http://www.ise.ie") and (ii) by the delivery of notices to the Clearing Systems for communication to Direct Participants. Such announcements may also be made on the relevant Reuters Insider Screen and/or by the issue of a press release to a Notifying News Service. Copies of all such announcements, press releases and notices can also be obtained upon request from the Tender Agent, the contact details for which are below. Significant delays may be experienced where notices are delivered to the Clearing Systems and Noteholders are urged to contact the Tender Agent for the relevant announcements during the course of the Offer. In addition, Noteholders may contact the Dealer Managers for information using the contact details below.
Noteholders are advised to read carefully the Tender Offer Memorandum for full details of and information on the procedures for participating in the Offer.
Barclays Bank PLC, Citigroup Global Markets Limited and NatWest Markets Plc are acting as Dealer Managers for the Offer and Lucid Issuer Services Limited is acting as Tender Agent.
Questions and requests for assistance in connection with the Offer may be directed to:
Barclays Bank PLC
5 The North Colonnade
London E14 4BB
Telephone: +44 (0) 20 3134 8515
Attention: Liability Management Group
Citigroup Global Markets Limited
London E14 5LB
Telephone: +44 (0) 20 7986 8969
Attention: Liability Management Group
NatWest Markets Plc
London EC2M 4AA
Telephone: +44 (0) 20 7678 5282
Attention: Liability Management
Questions and requests for assistance in connection with the delivery of Tender Instructions including requests for a copy of the Tender Offer Memorandum may be directed to the Tender Agent.
Lucid Issuer Services Limited
12 Argyle Walk
London WC1H 8HA
Telefono: +44 (0)20 7704 0880
All’attenzione: Arlind Bytyqi