The international automotive supplier Continental plans to issue US dollar-denominated bonds, the net proceeds of which it intends to use for early repayment of part of the tranche of its outstanding syndicated loan that is scheduled to mature in April 2014. Continental plans to issue at least USD 500 million principal amount of the new bonds, which are expected to have a term of seven years. The issue volume and the terms and conditions of the bonds are expected to be determined over the next few days. The joint bookrunners for the offering are BofA Merrill Lynch, Credit Agricole CIB, Deutsche Bank, HSBC, J.P. Morgan and RBS and the bonds are expected to be placed initially with qualified institutional investors in Germany and abroad.
"Our additional investments in the US have prompted us to issue a bond in US dollars for the first time. With this step, we are improving the maturity profile of our financial liabilities again at an early stage and benefiting in particular from the currently attractive capital market environment," explained Wolfgang Schäfer, CFO at Continental. The bonds planned for issue will be issued in minimum tradable units of USD 150,000. They will be issued by Continental Rubber of America, Corp., USA, and guaranteed by Continental AG and selected subsidiaries. The bonds are expected to be traded on the over-the-counter market (Freiverkehr) of the Frankfurt Stock Exchange.
In 2010, the company issued four euro-denominated bonds with different maturities in an aggregate principal amount of €3 billion, which it used to repay a significant portion of its syndicated loan and improve the maturity profile of its financial liabilities.
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 (the "United States") or in any jurisdiction to whom or in which such offer or solicitation is unlawful. The securities referred to herein may not be offered or sold in the United States absent registration under the U.S. Securities Act of 1933, as amended (the "Securities Act") or another exemption from, or in a transaction not subject to, the registration requirements of the Securities Act. 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 Securities Act or 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 any offer of Notes in any Member State of the European Economic Area ("EEA") which has implemented the Prospectus Directive (2003/71/EC), as amended (each, a "Relevant Member State") will be made pursuant to an exemption under the Prospectus Directive, as implemented in that Relevant Member State, from the requirement to publish a prospectus for offers of Notes. Accordingly any person making or intending to make any offer in that Relevant Member State of Notes which are the subject of the placement contemplated in this announcement may only do so in circumstances in which no obligation arises for Continental or any other person to publish a prospectus pursuant to Article 3 of the Prospectus Directive or supplement a prospectus pursuant to Article 16 of the Prospectus Directive, in each case, in relation to such offer. Continental has not authorized, nor does it authorize, the making of any offer of Notes in circumstances in which an obligation arises for Continental or any other person to publish or supplement a prospectus for such offer.
This announcement is directed at and/or for distribution in the United Kingdom only to (i) persons who have professional experience in matters relating to investments falling within article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the "Order") or (ii) high net worth entities falling within article 49(2) (a) to (d) of the Order (all such persons are referred to herein as "relevant persons"). This announcement is directed only at relevant persons. Any person who is not a relevant person should not act or rely on this announcement or any of its contents. Any investment or investment activity to which this announcement relates is available only to relevant persons and will be engaged in only with relevant persons.
"Our additional investments in the US have prompted us to issue a bond in US dollars for the first time. With this step, we are improving the maturity profile of our financial liabilities again at an early stage and benefiting in particular from the currently attractive capital market environment," explained Wolfgang Schäfer, CFO at Continental. The bonds planned for issue will be issued in minimum tradable units of USD 150,000. They will be issued by Continental Rubber of America, Corp., USA, and guaranteed by Continental AG and selected subsidiaries. The bonds are expected to be traded on the over-the-counter market (Freiverkehr) of the Frankfurt Stock Exchange.
In 2010, the company issued four euro-denominated bonds with different maturities in an aggregate principal amount of €3 billion, which it used to repay a significant portion of its syndicated loan and improve the maturity profile of its financial liabilities.
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 (the "United States") or in any jurisdiction to whom or in which such offer or solicitation is unlawful. The securities referred to herein may not be offered or sold in the United States absent registration under the U.S. Securities Act of 1933, as amended (the "Securities Act") or another exemption from, or in a transaction not subject to, the registration requirements of the Securities Act. 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 Securities Act or 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 any offer of Notes in any Member State of the European Economic Area ("EEA") which has implemented the Prospectus Directive (2003/71/EC), as amended (each, a "Relevant Member State") will be made pursuant to an exemption under the Prospectus Directive, as implemented in that Relevant Member State, from the requirement to publish a prospectus for offers of Notes. Accordingly any person making or intending to make any offer in that Relevant Member State of Notes which are the subject of the placement contemplated in this announcement may only do so in circumstances in which no obligation arises for Continental or any other person to publish a prospectus pursuant to Article 3 of the Prospectus Directive or supplement a prospectus pursuant to Article 16 of the Prospectus Directive, in each case, in relation to such offer. Continental has not authorized, nor does it authorize, the making of any offer of Notes in circumstances in which an obligation arises for Continental or any other person to publish or supplement a prospectus for such offer.
This announcement is directed at and/or for distribution in the United Kingdom only to (i) persons who have professional experience in matters relating to investments falling within article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the "Order") or (ii) high net worth entities falling within article 49(2) (a) to (d) of the Order (all such persons are referred to herein as "relevant persons"). This announcement is directed only at relevant persons. Any person who is not a relevant person should not act or rely on this announcement or any of its contents. Any investment or investment activity to which this announcement relates is available only to relevant persons and will be engaged in only with relevant persons.
