Schffler refinances approx. .5 billion of debt

2014-05-06 | 000-004-999 DE-EN

SCHAEFFLER AG, HERZOGENAURACH

Schaeffler refinances approx. 3.5 billion of debt

New bonds planned in EUR and USD with a target volume of approx. 2 billion

Institutional loan tranches in an amount of approx. 1.6bn to be replaced with new loan tranches

Repayment of existing bonds and loans

Significant improvement of interest cost, maturity profile and terms of bonds/loans envisaged

International automotive and industrial supplier Schaeffler approached today the credit markets to raise additional bonds, as part of a comprehensive refinancing transaction. New bonds are to be denominated in EUR and USD, for a total amount of approx. 2 billion equivalent.

As part of this offering, Schaeffler intends to place EUR and USD denominated senior secured benchmark bonds with maturities of 5, 7 and 8 years with institutional investors. Schaeffler plans also to place a debut unsecured bond tranche in EUR with a 5 year maturity.

The issue size and final terms will be determined over the next days. Standard & Poor's and Moody's will publish their respective ratings for the bonds shortly.

This envisaged bond offering is part of a comprehensive capital markets transaction with a total refinancing volume of approx. 3.5 billion. In that context it is also envisaged to replace the institutional loan tranches in an amount of approx. 1.6bn with new loan tranches at improved terms.

The proceeds from the issuance of new bonds and loans will be used to redeem existing notes, such as the 2017 EUR retail bond and the 2019 EUR and USD bonds, as well as to refinance the existing institutional term loan and a part of the bank loans.

The goal of the refinancing transaction is to further reduce the interest costs, extend the debt maturity profile and improve the terms and conditions of bonds and loans for Schaeffler Group.

Given that Schaeffler has established over the recent years a strong reputation in the capital markets as a frequent issuer, it is envisaged to accomplish the issuance of bonds within a short period of time and to complete the overall refinancing transaction by May 14th, 2014.

Important Notice

The securities referred to herein will not be registered under the U.S. Securities Act of 1933, as amended (the U.S. Securities Act ), or any U.S. State security laws and may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements of the U.S. Securities Act.

This announcement does not contain or constitute an offer of, or the solicitation of an offer to buy or subscribe for, securities to any person in Australia, Canada, Japan, or the United States of America or in any jurisdiction to whom or in which such offer or solicitation is unlawful. Subject to certain exceptions, the securities referred to herein may not be offered or sold in Australia, Canada or Japan or to, or for the account or benefit of, any national, resident or citizen of Australia, Canada or Japan. The offer and sale of the securities referred to herein has not been and will not be registered under the applicable securities laws of Australia, Canada or Japan. There will be no public offer of the securities in any jurisdiction.

This document has been prepared on the basis that there was no public offering in connection with this transaction nor will there be a public offering of the securities. No approved prospectus was or will be prepared in connection with this transaction. Any offer of securities in any Member State of the European Economic Area (EEA) which has implemented the Prospectus Directive (2003/71/EC), as amended, including any relevant implementing measures to implement the Directive 2010/73/EU, (each, a Relevant Member State) will only be made if no prospectus for offers of securities has to be published. Accordingly any person making or intending to make any offer in that Relevant Member State of securities which are the subject of the placement contemplated in this announcement may only do so in circumstances in which no obligation arises for Schaeffler to publish a prospectus pursuant to Article 3 of the Prospectus Directive (as amended by the Directive 2010/73/EU, to the extent such amendments have already been implemented in the Relevant Member State) or supplement a prospectus pursuant to Article 16 of the Prospectus Directive (as amended by the Directive 2010/73/EU, to the extent such amendments have already been implemented in the Relevant Member State), in each case, in relation to such offer. Schaeffler has not authorized, nor does it authorize, the making of any offer of securities in circumstances in which an obligation arises for Schaeffler to publish or supplement a prospectus for such offer.

Forward-looking statements and projections

Certain statements in this press release are forward-looking statements. By their nature, forward-looking statements involve a number of risks, uncertainties and assumptions that could cause actual results or events to differ materially from those expressed or implied by the forward-looking statements. These risks, uncertainties and assumptions could adversely affect the outcome and financial consequences of the plans and events described herein. No one undertakes any obligation to publicly update or revise any forward-looking statement, whether as a result of new information, future events or otherwise. You should not place any undue reliance on forward-looking statements which speak only as of the date of this press release. Statements contained in this press release regarding past trends or events should not be taken as representation that such trends or events will continue in the future. The cautionary statements set out above should be considered in connection with any subsequent written or oral forward-looking statements that Schaeffler, or persons a

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