Release date -
Brussels - Solvay announced today that it has successfully launched a euro-denominated senior bond issue worth EUR 2.25 bn and a euro-denominated hybrid bond issue worth EUR 1.0 bn, to finance the intended acquisition of Cytec and to allow the refinancing of existing short-term and long-term financial debts.
The EUR 2.25 bn senior bond issue is split across three series:
A first series of EUR 1,000 m, maturing in December 2017, with a quarterly coupon at a floating rate of 3-month EURIBOR + 82bp.
A second series of EUR 750 m, maturing in December 2022, with an annual coupon of 1.625%.
A third series of EUR 500 m, maturing in December 2027, with an annual coupon of 2.750%.
The EUR 1.0 bn hybrid bond issue is split across two perpetual series:
A first series of EUR 500 m with a first call date in June 2021 and a coupon of 5.118% until this date, with a reset every 5 years thereafter.
A second series of EUR 500 m with a first call date in June 2024 and a coupon of 5.869% until this date, with a reset every 5 years thereafter.
The hybrid bonds will rank junior to all senior debt and will be recorded as equity (and coupons will be recorded as dividends) in accordance with IFRS requirements. S&P will assign an intermediate equity content as of the point when the Issuer can no longer use the acquisition event to redeem the Bonds before the first call date. Moody's considers that the equity-like features will allow the hybrid bonds to receive basket 'C' treatment, which corresponds to 50% equity treatment of the borrowing for the calculation of the credit ratios by Moody's.
On July 28, 2015, Solvay entered into a definitive agreement with U.S.-based Cytec to acquire 100% of its share capital for $ 75.25 per share in cash. The acquisition has been approved by Cytec's shareholders, but is still subject to customary closing conditions, including regulatory approvals. The transaction is expected to close before the current year-end.
In order to complete the long-term financing of the intended Cytec acquisition, Solvay aims to issue USD-denominated bonds, as well as a EUR 1.5 bn rights offering. Subject to both the successful closing of the acquisition and Solvay Board approval, it also intends to maintain the existing Cytec bonds and to grant the parent guarantee of Solvay SA to them.
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This press release does not constitute an offer to sell, or a solicitation of offers to purchase or subscribe for, securities in the United States or any other jurisdiction. The securities referred to herein have not been, and will not be, registered under the Securities Act of 1933, as amended, and may not be offered, exercised or sold in the United States or to U.S. persons absent registration or an applicable exemption from registration requirements. There is no intention to register any portion of the offering in the United States or to conduct a public offering of securities in the United States.
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The information contained herein shall not constitute or form part of an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of the securities referred to herein, in any jurisdiction in which such offer, solicitation or sale would be unlawful.
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As an international chemical group, SOLVAY assists industries in finding and implementing ever more responsible and value-creating solutions. Solvay generates 90% of its net sales in activities where it is among the world's top three players. It serves many markets, varying from energy and the environment to automotive and aeronautics or electricity and electronics, with one goal: to raise the performance of its clients and improve society's quality of life. The group is headquartered in Brussels, employs about 26,000 people in 52 countries and generated 10.2 billion euros in net sales in 2014. Solvay SA (SOLB.BE) is listed on EURONEXT Brussels and EURONEXT Paris (Bloomberg: SOLB:BB - Reuters: SOLB.BR).