James Hardie Industries plc Announces Pricing of Offering of Senior Notes
November 29 2017 - 11:33PM
Business Wire
James Hardie Industries plc (ASX: JHX) (“James Hardie”)
announced today the pricing of an offering of $400 million
aggregate principal amount of senior notes due 2025 (the “2025
notes”) and $400 million aggregate principal amount of senior notes
due 2028 (the “2028 notes” and, together with the 2025 notes, the
“notes”) of its wholly-owned subsidiary, James Hardie International
Finance Designated Activity Company. The 2025 notes will bear
interest at a rate of 4.75% per annum and the 2028 notes will bear
interest at a rate of 5.00% per annum. The proceeds from the
offering will be used for general corporate purposes, including the
repayment of outstanding borrowings under its unsecured revolving
credit facility and capital expenditures, and to fund the
redemption of all $400 million aggregate principal amount of its
5.875% Senior Notes due 2023 and the payment of related transaction
fees and expenses. James Hardie may also use net proceeds from this
offering to finance a portion of the previously announced Fermacell
acquisition.
The notes have not been registered under the Securities Act of
1933, as amended (the “Securities Act”), or the securities laws of
any other jurisdiction. As a result, they may not be offered or
sold in the United States or to any U.S. persons, except pursuant
to an applicable exemption from, or in a transaction not subject
to, the registration requirements of the Securities Act.
Accordingly, the notes are being offered only to “qualified
institutional buyers” in reliance on the exemption from
registration provided by Rule 144A under the Securities Act or,
outside the United States, to persons other than “U.S. persons” in
reliance on Regulation S under the Securities Act. You are hereby
notified that sellers of the notes may be relying on the exemption
from the provisions of Section 5 of the Securities Act provided by
Rule 144A.
This press release is neither an offer to sell nor a
solicitation of an offer to buy, nor shall there be any sale of,
the notes in any jurisdiction in which such offer, solicitation or
sale would be unlawful.
Forward Looking Statements
This Media Release contains forward-looking statements. James
Hardie Industries plc (the “Company”) may from time to time make
forward-looking statements in its periodic reports filed with or
furnished to the Securities and Exchange Commission, on Forms 20-F
and 6-K, in its annual reports to shareholders, in offering
circulars, invitation memoranda and prospectuses, in media releases
and other written materials and in oral statements made by the
Company’s officers, directors or employees to analysts,
institutional investors, existing and potential lenders,
representatives of the media and others. Statements that are not
historical facts are forward-looking statements and such
forward-looking statements are statements made pursuant to the Safe
Harbor Provisions of the Private Securities Litigation Reform Act
of 1995.
Examples of forward-looking statements include:
- statements about the Company’s future
performance;
- projections of the Company’s results of
operations or financial condition;
- statements regarding the Company’s
plans, objectives or goals, including those relating to strategies,
initiatives, competition, acquisitions, dispositions and/or its
products;
- expectations concerning the costs
associated with the suspension or closure of operations at any of
the Company’s plants and future plans with respect to any such
plants;
- expectations concerning the costs
associated with the significant capital expenditure projects at any
of the Company’s plants and future plans with respect to any such
projects;
- expectations regarding the extension or
renewal of the Company’s credit facilities including changes to
terms, covenants or ratios;
- expectations concerning dividend
payments and share buy-backs;
- statements concerning the Company’s
corporate and tax domiciles and structures and potential changes to
them, including potential tax charges;
- statements regarding tax liabilities
and related audits, reviews and proceedings;
- statements regarding the possible
consequences and/or potential outcome of legal proceedings brought
against us and the potential liabilities, if any, associated with
such proceedings;
- expectations about the timing and
amount of contributions to Asbestos Injuries Compensation Fund
(AICF), a special purpose fund for the compensation of proven
Australian asbestos-related personal injury and death claims;
- expectations concerning the adequacy of
the Company’s warranty provisions and estimates for future
warranty-related costs;
- statements regarding the Company’s
ability to manage legal and regulatory matters (including but not
limited to product liability, environmental, intellectual property
and competition law matters) and to resolve any such pending legal
and regulatory matters within current estimates and in anticipation
of certain third-party recoveries; and
- statements about economic conditions,
such as changes in the US economic or housing recovery or changes
in the market conditions in the Asia Pacific region, the levels of
new home construction and home renovations, unemployment levels,
changes in consumer income, changes or stability in housing values,
the availability of mortgages and other financing, mortgage and
other interest rates, housing affordability and supply, the levels
of foreclosures and home resales, currency exchange rates, and
builder and consumer confidence.
Words such as “believe,” “anticipate,” “plan,” “expect,”
“intend,” “target,” “estimate,” “project,” “predict,” “forecast,”
“guideline,” “aim,” “will,” “should,” “likely,” “continue,” “may,”
“objective,” “outlook” and similar expressions are intended to
identify forward-looking statements but are not the exclusive means
of identifying such statements. Readers are cautioned not to place
undue reliance on these forward-looking statements and all such
forward-looking statements are qualified in their entirety by
reference to the following cautionary statements.
Forward-looking statements are based on the Company’s current
expectations, estimates and assumptions and because forward-looking
statements address future results, events and conditions, they, by
their very nature, involve inherent risks and uncertainties, many
of which are unforeseeable and beyond the Company’s control. Such
known and unknown risks, uncertainties and other factors may cause
actual results, performance or other achievements to differ
materially from the anticipated results, performance or
achievements expressed, projected or implied by these
forward-looking statements. These factors, some of which are
discussed under “Risk Factors” in Section 3 of the Form 20-F filed
with the Securities and Exchange Commission on 18 May 2017,
include, but are not limited to: all matters relating to or arising
out of the prior manufacture of products that contained asbestos by
current and former James Hardie subsidiaries; required
contributions to AICF, any shortfall in AICF funding and the effect
of currency exchange rate movements on the amount recorded in the
Company’s financial statements as an asbestos liability; the
continuation or termination of the governmental loan facility to
AICF; compliance with and changes in tax laws and treatments;
competition and product pricing in the markets in which the Company
operates; the consequences of product failures or defects; exposure
to environmental, asbestos, putative consumer class action or other
legal proceedings; general economic and market conditions; the
supply and cost of raw materials; possible increases in competition
and the potential that competitors could copy the Company’s
products; reliance on a small number of customers; a customer’s
inability to pay; compliance with and changes in environmental and
health and safety laws; risks of conducting business
internationally; compliance with and changes in laws and
regulations; currency exchange risks; dependence on customer
preference and the concentration of the Company’s customer base on
large format retail customers, distributors and dealers; dependence
on residential and commercial construction markets; the effect of
adverse changes in climate or weather patterns; possible inability
to renew credit facilities on terms favourable to the Company, or
at all; acquisition or sale of businesses and business segments;
changes in the Company’s key management personnel; inherent
limitations on internal controls; use of accounting estimates; and
all other risks identified in the Company’s reports filed with
Australian, Irish and U.S. securities regulatory agencies and
exchanges (as appropriate). The Company cautions you that the
foregoing list of factors is not exhaustive and that other risks
and uncertainties may cause actual results to differ materially
from those referenced in the Company’s forward-looking statements.
Forward-looking statements speak only as of the date they are made
and are statements of the Company’s current expectations concerning
future results, events and conditions. The Company assumes no
obligation to update any forward-looking statements or information
except as required by law.
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version on businesswire.com: http://www.businesswire.com/news/home/20171129006373/en/
Media/Analyst Enquiries:James Hardie Industries plcJason
Miele, +61 2 8845 3352Vice PresidentInvestor & Media
Relationsmedia@jameshardie.com.au
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