NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION DIRECTLY OR INDIRECTLY TO ANY U.S. PERSON OR TO ANY PERSON LOCATED OR RESIDENT IN THE UNITED STATES (EACH AS DEFINED IN REGULATION S ("REGULATION S") OF THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"),
INCLUDING ITS TERRITORIES AND POSSESSIONS, ANY STATE OF THE UNITED STATES OR THE DISTRICT OF COLUMBIA, OR IN ANY OTHER JURISDICTION IN WHICH IT IS UNLAWFUL TO RELEASE, PUBLISH OR DISTRIBUTE THIS NOTICE.
FORVIA S.E. (the Offeror) announces the results of tender offers (the Tender Offers) for (i) the €1,000,000,000 2.625 per cent. Senior Notes due 2025 (ISIN XS1785467751) (of which €1,000,000,000 in aggregate nominal amount are outstanding) (the 2025 Notes) and the (ii) €950,000,000 7.250 per cent. Sustainability-Linked Senior Notes due 2026 (ISIN XS2553825949) (of which €799,921,000 in aggregate nominal amount are outstanding) (the 2026 Notes and, together with the 2025 Notes, the Notes) which expired at 4:00 p.m. (London time) on 6 March 2024 (the Expiration Deadline).
The Notes are admitted to trading on Euronext Dublin.
In accordance with the provisions of the tender offer memorandum dated 28 February 2024 (the Tender Offer Memorandum), the Offeror decided to increase (i) the Total Maximum Acceptance Amount (as defined in the Tender Offer Memorandum) from €750,000,000 to €800,000,000 and (ii) the 2026 Notes Sub-Cap (as defined in the Tender Offer Memorandum) from €150,000,000 to €219,746,000.
Final Results of the Tender Offers
Final aggregate nominal amount of 2025 Notes accepted for purchase by the Offeror pursuant to the relevant Tender Offer: €580,254,000
Aggregate nominal amount of 2025 Notes tendered pursuant to the relevant Tender Offer as at the Expiration Deadline: €580,254,000
Pro-ration factor in relation to 2025 Notes: Not applicable
Aggregate nominal amount of 2025 Notes outstanding after the Settlement Date (as defined below): €419,746,000
Final aggregate nominal amount of 2026 Notes accepted for purchase by the Offeror pursuant to the relevant Tender Offer: €219,746,000
Aggregate nominal amount of 2026 Notes tendered pursuant to the relevant Tender Offer as at the Expiration Deadline: €542,065,000
Pro-ration factor in relation to 2026 Notes: 38.3624%
Aggregate nominal amount of 2026 Notes outstanding after the Settlement Date: €580,175,000
Final Acceptance Amount: €800,000,000
Settlement
The settlement date for the Tender Offers is expected to be 11 March 2024, or as soon as reasonably practicable thereafter (the Settlement Date), unless the Offeror amends or extends the Settlement Date at its sole discretion.
Contact Information
Banks participating to the Tender Offers
Structuring Agents and Dealer Managers
BofA Securities Europe SA
51 Rue La Boétie
75008 Paris France
Attn: Liability Management Group
By telephone: +33 1 877 01057
By email: DG.LM-EMEA@bofa.com
Banco Santander, S.A. Ciudad Grupo Santander Avenida de Cantabria s/n 28660
Boadilla del Monte Madrid, Spain
Attn: Liability Management
By email: Liability.management@gruposantander.com
Dealer Managers
Crédit Agricole Corporate and Investment Bank 12, place des Etats-Unis
CS 70052
92547 Montrouge Cedex
France
Attn: Liability Management
By telephone: +44 207 214 5903
By email: liability.management@ca-cib.com
MUFG Securities (Europe) N.V.
World Trade Center, Tower One, 11th Floor
Zuidplein 98
1077 XV Amsterdam
The Netherlands
Attn: Legal - Primary Markets
By email: liability.management@mufgsecurities.com
Information and Tender Agent
D.F. King Ltd.
65 Gresham Street
London, EC2V 7NQ United Kingdom
Tel: +44 (0) 20 7920 9700
Email Address: Forvia@dfkingltd.com
Tender Offer Website: https://www.dfkingltd.com/Forvia
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Disclaimer
Forvia SE published this content on 07 March 2024 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 07 March 2024 15:41:02 UTC.