ZURICH, Oct. 26, 2020 /PRNewswire/ -- ABB Ltd (ABBN: SIX
Swiss Ex) ("ABB") announced today that ABB Finance (USA) Inc. (the "Issuer"), its wholly owned
subsidiary, has commenced a cash tender offer (the "Offer") for any
and all of its outstanding 3.800% Notes due 2028 (CUSIP No. 00037B
AF9) (the "2028 Notes") and 4.375% Notes due 2042 (CUSIP No. 00037B
AC6) (the "2042 Notes" and together with the 2028 Notes, the
"Notes"). The Notes were issued by the Issuer and are guaranteed by
ABB.
The Offer is being made on the terms and subject to the
conditions set forth in the Offer to Purchase, dated the date
hereof (the "Offer to Purchase"). As of the date hereof,
$750,000,000 aggregate principal
amount of 2028 Notes is outstanding and $750,000,000 aggregate principal amount of 2042
Notes is outstanding.
The purpose of the Offer is to proactively manage ABB's debt
portfolio, reduce its future interest expense and to provide
liquidity to Holders.
The table below sets forth certain information regarding the
Notes and the Offer.
Title of
Security
|
CUSIP / ISIN
Numbers
|
Aggregate
Principal Amount Outstanding
|
Reference Treasury
Security
|
Bloomberg
Reference Page
|
Fixed Spread
(basis points)
|
3.800% Notes due
April 2028 (1)
|
00037B AF9 /
US00037BAF94
|
US
$750,000,000
|
0.625% U.S. Treasury
Notes due August 15, 2030
|
FIT1
|
15
|
4.375% Notes due May
2042
|
00037B AC6 /
US00037BAC63
|
US
$750,000,000
|
1.25% U.S. Treasury
Notes due May 15, 2050
|
FIT1
|
80
|
|
(1) The calculation
of the applicable Total Consideration for the 3.800% Notes due
April 2028 may be performed using the value of such Notes as
determined at the Price Determination Date as if the principal
amount of such Notes had been due on January 3, 2028. See the Offer
to Purchase.
|
The consideration for each $1,000
principal amount of each series of Notes validly tendered at or
prior to 5:00 p.m., New York City time, on October 30, 2020 (or for notes validly submitted
pursuant to the Guaranteed Delivery Procedures stipulated in the
Offer to Purchase) and not validly withdrawn (each, a "Total
Consideration"), will be calculated at 10:00
a.m., New York City time,
on October 30, 2020, unless extended
by the Issuer in its sole discretion. The Total
Consideration for each series of Notes will be determined in
accordance with standard market practice in the manner described in
the Offer to Purchase with reference to the Settlement Date at a
yield to the par call date or maturity date, as applicable, equal
to the relevant fixed spread specified in the table below for each
series of Notes over the yield based on the bid-side price of the
applicable U.S. treasury security specified in the table below, as
calculated by the dealer managers (identified below) for the Offer
at 10:00 a.m., New York City time, on October 30, 2020, unless extended by the Issuer
in its sole discretion. In addition to the applicable Total
Consideration, holders whose Notes of a given series are accepted
for purchase will be paid accrued and unpaid interest on such Notes
to, but not including, November 4,
2020, which is expected to be the Settlement Date for the
Offer.
The Offer will expire at 5:00
p.m., New York City time,
on October 30, 2020 (such time and
date, as it may be extended, the "Expiration Time"), unless
extended or earlier terminated by the Issuer. Any Notes tendered
may be withdrawn at any time at or before the Expiration Time by
following the procedures described in the Offer to Purchase. The
results of the Offer are expected to be announced on November 2, 2020.
Holders are advised to check with any bank, securities broker or
other intermediary through which they hold Notes as to when such
intermediary needs to receive instructions from a holder in order
for that holder to be able to participate in, or (in the
circumstances in which revocation is permitted) revoke their
instruction to participate in the Offer before the deadlines
specified herein and in the Offer to Purchase. The deadlines set by
each clearing system for the submission and withdrawal of tender
instructions will also be earlier than the relevant deadlines
specified herein and in the Offer to Purchase.
The Issuer's obligation to accept for purchase and to pay for
Notes that have been validly tendered and not validly withdrawn
pursuant to the Offer is subject to the satisfaction or waiver, in
the Issuer's discretion, of certain conditions, which are more
fully described in the Offer to Purchase. The complete terms and
conditions of the Offer are set forth in the Offer to Purchase.
Holders of the Notes are urged to read the Offer to Purchase
carefully. Capitalized terms used here and not defined have the
meanings ascribed to them in the Offer to Purchase.
The Issuers have retained D.F. King & Co., Inc. as the
tender agent and information agent (the "Information Agent") for
the Offer. The Issuer has retained Merrill Lynch International and
HSBC Bank plc as the dealer managers for the Offer.
Holders who would like additional copies of the Offer to
Purchase may call or email the Information Agent at (212) 269-5550
(banks and brokers), (800) 317-8033 (all others) or abb@dfking.com.
Copies of the Offer to Purchase are also available at the following
website: https://sites.dfkingltd.com/abb. Questions regarding the
terms of the Offer should be directed to HSBC Bank plc at +44 20
7992 6237 (Europe), +1 888 HSBC
4LM (toll free), +1 212 525 5552 (collect) or
liability.management@hsbcib.com or to Merrill Lynch International
at +44-20-7996-5420 (Europe), +1
(888) 292-0070 (toll free), +1 (980) 387-3907 (collect) or
DG.LM-EMEA@bofa.com.
This press release shall not constitute an offer to buy or a
solicitation of an offer to sell any Notes. The Offer is being made
solely pursuant to the Offer to Purchase. The Offer is not being
made to holders of Notes in any jurisdiction in which the making or
acceptance thereof would not be in compliance with the securities,
blue sky or other laws of such jurisdiction. In any jurisdiction in
which the securities laws or blue sky laws require the Offer to be
made by a licensed broker or dealer, the Offer will be deemed to be
made on behalf of the Issuer by one or more registered brokers or
dealers that are licensed under the laws of such jurisdiction.
ABB is a leading global technology company that energizes
the transformation of society and industry to achieve a more
productive, sustainable future. By connecting software to its
electrification, robotics, automation and motion portfolio, ABB
pushes the boundaries of technology to drive performance to new
levels. With a history of excellence stretching back more than 130
years, ABB's success is driven by about 110,000 talented employees
in over 100 countries. More information about ABB can be found at
https://global.abb/group/en/investors.
Important notice
about forward-looking information
This press release includes both historical and forward-looking
statements within the meaning of Section 27A of the Securities Act
of 1933, and Section 21E of the Securities Exchange Act of 1934.
These forward-looking statements are not historical facts, but only
predictions and generally can be identified by use of statements
that include phrases such as "will," "may," "should," "continue,"
"anticipate," "believe," "expect," "plan," "appear," "project,"
"estimate," "intend," or other words or phrases of similar import.
Similarly, statements that describe the Issuer's objectives, plans
or goals also are forward-looking statements. These forward-looking
statements are subject to risks and uncertainties which could cause
actual results to differ materially from those currently
anticipated. Factors that could materially affect these
forward-looking statements can be found in ABB's periodic reports
filed with the SEC. Holders are urged to consider these factors
carefully in evaluating the forward-looking statements and are
cautioned not to place undue reliance on these forward-looking
statements. The forward-looking statements speak only to the date
on which they were made, and neither ABB nor the Issuer undertake
any obligation to update publicly these forward-looking statements
to reflect new information, future events or otherwise. In light of
these risks, uncertainties and assumptions, the forward-looking
events might or might not occur. The issuer cannot assure you that
projected results or events will be achieved.
—
For more information please contact:
|
Media
Relations
Phone: +41 43 317 71 11
Email: media.relations@ch.abb.com
|
Investor
Relations
Phone: +41 43 317 71 11
Email: investor.relations@ch.abb.com
|
ABB Ltd
Affolternstrasse 44
8050 Zurich
Switzerland
|
View original
content:http://www.prnewswire.com/news-releases/abb-commences-tender-offer-for-3-800-notes-due-2028-and-4-375-notes-due-2042--301159498.html
SOURCE ABB Finance (USA)
Inc.