London, 13 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 announces the final results of the Company’s invitation to eligible holders (subject to the offer restrictions referred to below) of the Company’s outstanding €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 was announced on 5 December 2018, and was made on the terms and subject to the offer and distribution restrictions set out in the tender offer memorandum dated 5 December 2018 (the Tender Offer Memorandum).

Capitalised terms used in this announcement but not defined have the meanings given to them in the Tender Offer Memorandum. L’Offerta è scaduta alle 17.00 CET del 12 dicembre 2018.

The Offer expired at 5.00 p.m. CET on 12 December 2018. 

Results of the Offer

The Company hereby announces that it accepts for purchase valid tenders of 2021 Notes pursuant to the Offer for an aggregate nominal amount of €268,445,000 (the Final Acceptance Amount).

Pricing and Settlement  

Pricing for the Offer took place at or around 12 noon (CET) today in the manner described in the Tender Offer Memorandum.

A summary of the final pricing for, and results of, the Offer appears below. No further announcements of results are expected to be made.

 

Note	ISIN	Final Acceptance Amount	Pro- Ration Factor (if any)	Purchase Spread	Interpolated Mid-Swap Rate	Purchase Yield	Purchase Price	Accrued Interest
Note 2021	XS1114452060	€268.445.000	n/a/	60 pb	-0,026%	0,574%	106,322%	0,638%

 

The nominal amount of 2021 Notes that will remain outstanding after the Settlement Date is €431,555,000. 

The total amount that will be paid to each Noteholder on the Settlement Date for the 2021 Notes accepted for purchase from such Noteholder will be an amount (rounded to the nearest €0.01, with €0.005 rounded upwards) equal to the sum of:

a) the product of (i) the aggregate nominal amount of 2021 Notes of such Noteholder accepted for purchase from such Noteholder pursuant to the Offer and (ii) the Purchase Price; and
b) the relevant Accrued Interest Payment on such 2021 Notes.

The expected Settlement Date for the Offer is 17 December 2018. 

Further Information

Questions and requests for assistance in connection with the Offer may be directed to: 


Barclays Bank PLC

5 The North Colonnade
Canary Wharf
London E14 4BB
United Kingdom
  
Telephone: +44 (0) 20 3134 8515
Attention: Liability Management Group
Email: eu.lm@barclays.com

Citigroup Global Markets Limited

Citigroup Centre
Canada Square
London E14 5LB
United Kingdom

Telephone: +44 (0) 20 7986 8969
Attention: Liability Management Group
Email: liabilitymanagement.europe@citi.com

NatWest Markets Plc

250 Bishopsgate
London EC2M 4AA
United Kingdom

Telephone: +44 (0) 20 7678 5282
Attention: Liability Management
Email: liabilitymanagement@natwestmarkets.com

Questions and requests for assistance may also be directed to the Tender Agent.

Tender Agent

Lucid Issuer Services Limited

Tankerton Works
12 Argyle Walk
London WC1H 8HA
United Kingdom
Telephone: +44 (0)20 7704 0880
Attention: Arlind Bytyqi
Email: cnh@lucid-is.com