London, December 6, 2019
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 the Guarantor (ISIN: XS1114452060), of which €431,555,000 remain
outstanding (the 2021 Notes), €500,000,000 1.375
per cent. Notes due 23 May 2022 guaranteed by the Guarantor (ISIN:
XS1616917800) (the 2022 Notes) and €500,000,000
2.875 per cent. Notes due 17 May 2023 guaranteed by the Guarantor
(ISIN: XS1412424662) (the 2023 Notes and, together
with the 2021 Notes and the 2022 Notes, the Existing
Notes) to tender their Existing Notes for purchase by the
Company for cash (the Offers and each an
Offer).
The Offers were announced on November 28, 2019
and were made on the terms and subject to the offer and
distribution restrictions set out in the tender offer memorandum
dated November 28, 2019 (the Tender Offer
Memorandum).
Capitalised terms used in this announcement but
not defined have the meanings given to them in the Tender Offer
Memorandum.
The Offers expired at 5.00 p.m. CET on 5
December 2019.
The Company hereby announces that it accepts for
purchase valid tenders of Existing Notes pursuant to the Offers for
an aggregate nominal amount of €379,562,000. The final Maximum
Acceptance Amount, originally set at €300,000,000, shall be
increased to €379,562,000.
The following table sets out the final results
in respect of the 2021 Notes and the 2022 Notes.
Notes |
ISIN |
Series Acceptance Amounts |
Nominal amount outstanding after the Settlement
Date |
Pro-Ration Factor (if any) |
Purchase Yield |
Purchase Price |
2021
Notes |
XS1114452060 |
€64,283,000 |
€367,272,000 |
n/a |
0% |
105.169% |
2022
Notes |
XS1616917800 |
€183,827,000 |
€316,173,000 |
n/a |
0% |
103.035% |
The following table sets out the final results
in respect of the 2023 Notes.
Notes |
ISIN |
Series Acceptance Amounts |
Nominal amount outstanding after the Settlement
Date |
Pro-Ration Factor (if any) |
Interpolated Mid-Swap Rate |
Purchase Spread |
Purchase Yield |
Purchase Price |
2023
Notes |
XS1412424662 |
€131,452,000 |
€368,548,000 |
n/a |
-0.269% |
45 bps |
0.181% |
109.215% |
No further announcements of results are expected
to be made.
The total amount that will be paid to each
Noteholder on the Settlement Date for the Existing Notes of such
Series 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:
- the product of (i) the aggregate nominal amount of the Existing
Notes of such Series of such Noteholder accepted for purchase from
such Noteholder pursuant to the relevant Offer and (ii) the
relevant Purchase Price; and
- the relevant Accrued Interest Payment on such Existing
Notes.
The expected Settlement Date for the Offers is December 10,
2019. Further Information
Questions and requests for assistance in
connection with the Offers may be directed to:
STRUCTURING ADVISOR OF THE OFFERS |
Merrill Lynch International2 King Edward Street
London EC1A 1HQUnited Kingdom Telephone: +44 (0) 20 7996
5420Attention: Liability Management GroupEmail:
DG.LM-EMEA@bofa.com |
DEALER MANAGERS |
BNP Paribas10 Harewood AvenueLondonNW1
6AAUnited Kingdom Telephone: +44 (0)20 7595 8668Attention:
Liability Management GroupEmail:
liability.management@bnpparibas.com |
Deutsche Bank AG, London BranchWinchester
House1 Great Winchester StreetLondon, EC2N 2DB Telephone: +44 (0)
20 7545 8011Attention: Liability Management Group |
Merrill Lynch International2 King Edward
StreetLondon EC1A 1HQUnited Kingdom Telephone: +44 (0) 20 7996
5420Attention: Liability Management GroupEmail: DG.LM-EMEA@bofa.com
|
Société Générale10 Bishops SquareLondon E1 6EG
United Kingdom Telephone: +33 1 42 13 32 40Attention: Liability
Management Email: liability.management@sgcib.com |
TENDER AGENTLucid Issuer Services LimitedTankerton
Works12 Argyle WalkLondon WC1H 8HAUnited Kingdom Telephone: +44
(0)20 7704 0880Attention: Arlind BytyqiEmail:
cnh@lucid-is.com |
DISCLAIMER This announcement
must be read in conjunction with the Tender Offer Memorandum.
This announcement and the Tender Offer Memorandum contain important
information which should be read carefully before any decision is
made with respect to an Offer. If you are in any doubt as to
the contents of this announcement or the Tender Offer Memorandum or
the action you should take, you are recommended to seek your own
financial and legal advice, including as to any tax consequences,
immediately from your broker, bank manager, solicitor, accountant
or other independent financial or legal adviser. Any
individual or company whose Existing Notes are held on its behalf
by a broker, dealer, bank, custodian, trust company or other
nominee or intermediary must contact such entity if it wishes to
participate in the Offers. None of the Company, the
Guarantor, the Dealer Managers and the Tender Agent, or any of
their respective directors, officers, employees, agents or
affiliates make any representation or recommendation whatsoever
regarding the Offers, or any recommendation as to whether
Noteholders should tender Existing Notes in any of the Offers.
None of the Dealer Managers, the Tender Agent
and any of their respective directors, officers, employees, agents
or affiliates assumes any responsibility for the accuracy or
completeness of the information concerning the Offers, the Company,
any of its affiliates (including the Guarantor) or the Existing
Notes contained in this announcement or in the Tender Offer
Memorandum. None of the Company, the Guarantor, the Dealer
Managers, the Tender Agent and any of their respective directors,
officers, employees, agents or affiliates of such person, is acting
for any Noteholder, or will be responsible to any Noteholder for
providing any protections which would be afforded to its clients or
for providing advice in relation to the Offers, and accordingly
none of the Dealer Managers, the Tender Agent and any of their
respective directors, officers, employees, agents or affiliates
assumes any responsibility for any failure by the Company or the
Guarantor to disclose information with regard to the Company or the
Existing Notes which is material in the context of the Offers and
which is not otherwise publicly available.
Forward-looking statements
All statements other than statements of
historical fact contained in this press release including
statements regarding our competitive strengths; business strategy;
future financial position or operating results; budgets;
projections with respect to revenue, income, earnings (or loss) per
share, capital expenditures, dividends, capital structure or other
financial items; costs; and plans and objectives of management
regarding operations and products, are forward-looking statements.
These statements may include terminology such as “may”, “will”,
“expect”, “could”, “should”, “intend”, “estimate”, “anticipate”,
“believe”, “outlook”, “continue”, “remain”, “on track”, “design”,
“target”, “objective”, “goal”, “forecast”, “projection”,
“prospects”, “plan”, or similar terminology. Forward-looking
statements are not guarantees of future performance. Rather, they
are based on current views and assumptions and involve known and
unknown risks, uncertainties and other factors, many of which are
outside our control and are difficult to predict. If any of these
risks and uncertainties materialize or other assumptions underlying
any of the forward-looking statements prove to be incorrect, the
actual results or developments may differ materially from any
future results or developments expressed or implied by the
forward-looking statements. Factors, risks and uncertainties that
could cause actual results to differ materially from those
contemplated by the forward-looking statements include, among
others: the many interrelated factors that affect consumer
confidence and worldwide demand for capital goods and capital
goods-related products; general economic conditions in each of our
markets; changes in government policies regarding banking, monetary
and fiscal policy; legislation, particularly relating to capital
goods-related issues such as agriculture, the environment, debt
relief and subsidy program policies, trade and commerce and
infrastructure development; government policies on international
trade and investment, including sanctions, import quotas, capital
controls and tariffs; actions of competitors in the various
industries in which we compete; development and use of new
technologies and technological difficulties; the interpretation of,
or adoption of new, compliance requirements with respect to engine
emissions, safety or other aspects of our products; production
difficulties, including capacity and supply constraints and excess
inventory levels; labor relations; interest rates and currency
exchange rates; inflation and deflation; energy prices; prices for
agricultural commodities; housing starts and other construction
activity; our ability to obtain financing or to refinance existing
debt; a decline in the price of used vehicles; the resolution of
pending litigation and investigations on a wide range of topics,
including dealer and supplier litigation, follow-on private
litigation in various jurisdictions after the settlement of the EU
antitrust investigation announced on July 19, 2016, intellectual
property rights disputes, product warranty and defective product
claims, and emissions and/or fuel economy regulatory and
contractual issues; our pension plans and other post-employment
obligations; political and civil unrest; volatility and
deterioration of capital and financial markets, including possible
effects of “Brexit”, terror attacks in Europe and elsewhere, our
ability to achieve the targets set out in the Strategic Business
Plan announced on September 3, 2019 at our Capital Markets Day
event; our ability to successfully implement the planned spin-off
of the Company’s On-Highway business; and other similar risks and
uncertainties and our success in managing the risks involved in the
foregoing. Further information concerning factors, risks, and
uncertainties that could materially affect the Company’s financial
results is included in our annual report on Form 20-F for the year
ended December 31, 2018, prepared in accordance with U.S. GAAP and
in the Company’s EU Annual Report at December 31, 2018, prepared in
accordance with EU-IFRS. Investors should refer to and consider the
incorporated information on risks, factors, and uncertainties in
addition to the information presented here.
Forward-looking statements are based upon
assumptions relating to the factors described in this announcement
which are sometimes based upon estimates and data received from
third parties. Such estimates and data are often revised. Our
actual results could differ materially from those anticipated in
such forward-looking statements. Forward-looking statements speak
only as of the date on which such statements are made, and we
undertake no obligation to update or revise publicly our
forward-looking statements. Further information concerning CNH
Industrial and its businesses, including factors that potentially
could materially affect CNH Industrial’s financial results, is
included in CNH Industrial’s reports and filings with the U.S.
Securities and Exchange Commission (“SEC”), the Autoriteit
Financiële Markten (“AFM”) and Commissione Nazionale per le Società
e la Borsa (“CONSOB”).
All future written and oral forward-looking
statements by CNH Industrial or persons acting on the behalf
of CNH Industrial are expressly qualified in their entirety by the
cautionary statements contained herein or referred to above.
CNH Industrial
N.V. (NYSE: CNHI /MI: CNHI) is a global leader in
the capital goods sector with established industrial experience, a
wide range of products and a worldwide presence. Each of the
individual brands belonging to the Company is a major international
force in its specific industrial sector: Case IH, New Holland
Agriculture and Steyr for tractors and agricultural machinery; Case
and New Holland Construction for earth moving equipment; Iveco for
commercial vehicles; Iveco Bus and Heuliez Bus for buses and
coaches; Iveco Astra for quarry and construction vehicles; Magirus
for firefighting vehicles; Iveco Defence Vehicles for defence and
civil protection; and FPT Industrial for engines and transmissions.
More information can be found on the corporate website:
www.cnhindustrial.com
Contacts:
Investor
Relations
Corporate CommunicationsCNH
Industrial
CNH IndustrialEmail: investor.relations@cnhind.com
Email: mediarelations@cnhind.com
- 20191206_PR_CNH_Industrial_Final_Results_Notice
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