NORTHVILLE, MI / ACCESSWIRE / December 6, 2017 / ZF Friedrichshafen AG will reduce its outstanding USD bond portfolio by $842,043,000 after accepting for purchase a total of $704,166,000 in aggregate principal amount under its Capped Tender Offer and $137,877,000 in aggregate principal amount of the Any and All Securities pursuant to the Any and All Offer. Both offers commenced on November 21, 2017 and are part of ZF Friedrichshafen AG's ongoing capital management. In addition, ZF Friedrichshafen AG's outstanding USD bonds will be further reduced by its partial make-whole redemption of $ 425,000,000 in aggregate principal amount of its 4.000% Notes due 2020 announced on November 20, 2017.
The final aggregate principal amount of Any and All Securities purchased under the Any and All Offer that expired on November 29, 2017 was $137,877,000, including the notes purchased under the guaranteed delivery procedures described in the Offer to Purchase.
The Capped Tender Offer, which commenced on November 21, 2017 and will expire on December 19, 2017, was oversubscribed at 5pm, New York City time, on December 5, 2017, the Capped Tender Early Tender Deadline, and therefore $704,166,000 in aggregate principal amount of Capped Tender Securities will be purchased. No Capped Tender Securities tendered after 5pm, New York City time, on December 5, 2017 will be accepted.
The following notes will be purchased pursuant to the Capped Tender Offer: $340,732,000 in aggregate principal amount of ZF North America Capital, Inc. 4.500 % Notes due 2022 and $363,434,000 in aggregate principal amount of ZF North America Capital, Inc. 4.750 % Notes due 2025. None of the ZF North America Capital, Inc. 4.000 % Notes due 2020 will be purchased. The Capped Tender Securities purchased will be retired and cancelled and no longer remain outstanding.
|Title of Security||Issuer and Offeror|| |
|Principal Amount to be Purchased|
|Regulation S Notes ||Rule 144A Notes |
|4.500% Notes due 2022||ZF North America Capital, Inc.||USU98737AB20 |
|1||$ 962,187,000||$ 340,732,000|
|4.750% Notes due 2025||ZF North America Capital, Inc.||USU98737AC03 |
|1||$ 1,440,839,000||$ 363,434,000|
|4.000% Notes due 2020||ZF North America Capital, Inc.||USU98737AA47 |
|2||$ 973,514,000||$ 0|
Subject to the terms of the Capped Tender Offer, Capped Tender Securities validly tendered and not validly withdrawn at or prior to the Capped Tender Early Tender Deadline with an Acceptance Priority Level higher than two have been prorated using a proration factor of approximately 45.6 per cent. All Capped Tender Securities not accepted as a result of proration have been rejected from the Capped Tender Offer. No Capped Tender Securities tendered after the Capped Tender Early Tender Deadline have been or will be accepted for purchase.
The settlement date for the Capped Tender Securities validly tendered and not validly withdrawn at or prior to the Capped Tender Early Tender Deadline to be purchased is expected to be December 7, 2017.
Capitalized terms in this announcement have the same meaning as assigned to them in the Offer to Purchase dated November 21, 2017.
The Lead Dealer Managers for the offers are Citigroup Global Markets Limited and J.P. Morgan Securities LLC. The Dealer Managers are Deutsche Bank Securities Inc., MUFG Securities Americas Inc., and RBS Securities Inc.
Questions regarding the offers may be directed to:
Citigroup Global Markets Limited
Telephone London: +44 20 7986 8969
Telephone New York: +1 212 723 6106
Toll free: +1 800 558 3745
J.P. Morgan Securities LLC
Telephone New York: +1 212 834 3424
Toll Free: +1 866 834 4666
Telephone London: +44 207 134 2468
Copies of the Offer to Purchase and the Notice of Guaranteed Delivery (in relation to the Any and All Offer) may be obtained from the Information and Tender Agent, D.F. King & Co., Inc. at +1 877-478-5044 (toll free) or +1 212-269-5550 (collect) or in writing at 48 Wall Street 22nd Floor, New York, New York 10005.
ZF Friedrichshafen AG
TRW Automotive Inc.
12001 Tech Center Drive
Livonia, Michigan 48150
ZF North America Capital, Inc.
15811 Centennial Drive
Northville, Michigan 48168
NOTICE AND DISCLAIMER
This press release must be read in conjunction with the Offer to Purchase. It is neither an offer to purchase, nor a solicitation of an offer to sell the Securities or any other securities. The Companies are making the offers only by, and pursuant to, the terms of the Offer to Purchase and, in the case of the Any and All Offer, the Notice of Guaranteed Delivery. The offers are not being made in any jurisdiction in which the making of or acceptance thereof would not be in compliance with the securities laws, blue sky laws or other laws of such jurisdiction. None of the Companies, ZF Friedrichshafen AG, the Dealer Managers or the Information and Tender Agent is making any recommendation as to whether Holders should tender or refrain from tendering their Securities in response to the Offers or how much they should tender. Each Holder must make his, her or its own decision as to whether to tender or refrain from tendering Securities and, if a Holder determines to tender, as to how many Securities of each Series to tender.
OFFER AND DISTRIBUTION RESTRICTIONS
This announcement and the Offer to Purchase do not constitute an offer or an invitation to participate in the Offers in any jurisdiction in which, or to any person to or from whom, it is unlawful to make such offer or invitation or for there to be such participation under applicable laws. The distribution of this announcement and the Offer to Purchase in certain jurisdictions may be restricted by law. Persons into whose possession this announcement or the Offer to Purchase comes are required by each of the Companies, ZF Friedrichshafen AG, the Dealer Managers and Information and Tender Agent to inform themselves about and to observe any such restrictions.
The communication of this announcement, the Offer to Purchase and any other documents or materials relating to the Offers is not being made, and such documents and/or materials have not been approved, by an authorized person for the purposes of Section 21 of the Financial Services and Markets Act 2000. Accordingly, such documents and/or materials are not being distributed to, and must not be passed on to, the general public in the United Kingdom, and are only for circulation to persons to whom they can lawfully be circulated outside the United Kingdom or to persons within the United Kingdom falling within the definition of investment professionals (as defined in Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the "Order")), or within Article 43(2) of the Order, or within Article 49(2)(a) to (d) of the Order, or to other persons to whom it may lawfully be communicated in accordance with the Order (such persons together being the "Relevant Persons"). This announcement, the Offer to Purchase and any other documents or materials relating to the Offers are only available to Relevant Persons and the transactions contemplated herein will be available only to, and engaged in only with, Relevant Persons, and this Offer to Purchase must not be relied or acted upon by persons other than Relevant Persons.
None of this announcement, the Offer to Purchase or any other documents or materials relating to the Offers in respect of each Series of Securities have been submitted to or will be submitted for approval or recognition to the Financial Services and Markets Authority ("Authorite des services et marches financiers/Autoriteit financiele diensten en markten") and, accordingly, the Offers may not be made in Belgium by way of a public offering, as defined in Articles 3 and 6 of the Belgian Law of 1 April 2007 on public takeover bids (the "Belgian Takeover Law") as amended or replaced from time to time. Accordingly, the Offers may not be advertised and the Offers will not be extended, and none of this announcement, the Offer to Purchase nor any other documents or materials relating to the Offers (including any memorandum, information circular, brochure or any similar documents) has been or shall be distributed or made available, directly or indirectly, to any person in Belgium other than (i) to "qualified investors" in the sense of Article 10 of the Belgian Law of 16 June 2006 on the public offer of placement instruments and the admission to trading of placement instruments on regulated markets, acting on their own account or (ii) in any circumstances set out in Article 6, § 4 of the Belgian Takeover Law. This announcement and the Offer to Purchase have been issued only for the personal use of the above qualified investors and exclusively for the purpose of the Offers. Accordingly, the information contained in this announcement and the Offer to Purchase may not be used for any other purposes or disclosed to any other person in Belgium.
The Offers are not being made, directly or indirectly, to the public in France. None of this announcement, the Offer to Purchase nor any other documents or offering materials relating to the Offers in respect of each Series of Securities have been or shall be distributed to the public in France and only (i) providers of investment services relating to portfolio management for the account of third parties (personnes fournissant le service d'investissement de gestion de portfeuille pour compte de tiers) and/or (ii) qualified investors (investisseurs qualifiés), all as defined in, and in accordance with, Articles L.411-1, L.411-2 and D.411-1 to D.411-3 of the French Code monétaire et financier, are eligible to participate in the Offers. Neither this announcement nor the Offer to Purchase has been submitted to the clearance procedures (visa) of the Autorité des marchés financiers.
None of this announcement, the Offer to Purchase or any other documents or materials relating to the Offers have been or will be submitted to the clearance procedure of the Commissione Nazionale per le Società e la Borsa ("CONSOB") pursuant to Italian laws and regulations. The Offers are being carried out in the Republic of Italy as exempted offers pursuant to article 101-bis, paragraph 3-bis of the Legislative Decree No. 58 of 24 February 1998, as amended (the "Financial Services Act") and article 35-bis, paragraph 4 of CONSOB Regulation No. 11971 of 14 May 1999, as amended (the "Issuers' Regulation"). The Offers are also being carried out in compliance with article 35- bis, paragraph 7 of the Issuers' Regulation. A holder of Securities located in the Republic of Italy can tender Securities through authorized persons (such as investment firms, banks or financial intermediaries permitted to conduct such activities in the Republic of Italy in accordance with the Financial Services Act, CONSOB Regulation No. 16190 of 29 October 2007, as amended from time to time, and Legislative Decree No. 385 of September 1, 1993, as amended) and in compliance with applicable laws and regulations or with requirements imposed by CONSOB or any other Italian authority. Each intermediary must comply with the applicable laws and regulations concerning information duties vis-à-vis its clients in connection with the Securities or the Offers.
Neither this announcement nor the Offer to Purchase constitutes an offer to buy or a solicitation of an offer to sell Securities, and tenders of Securities in the Offers will not be accepted from Holders, in any jurisdiction in which such offer or solicitation is unlawful. In those jurisdictions where the securities, blue sky or other laws require an Offer to be made by a licensed broker or dealer and a Dealer Manager or its affiliate is such a licensed broker or dealer in such jurisdictions, the Offer shall be deemed to be made on behalf of the relevant Company by such Dealer Manager or such affiliate, as the case may be, and no Offer is made in any such jurisdiction where the relevant Dealer Manager or its affiliate is not so licensed.SOURCE: ZF North America Capital Inc.