CNH Industrial and CNH Industrial finance europe s.a. Announce CASH Tender Offer ON EURO NOTES ISSUED BY CNH Industrial finance europe s.a. and guaranteed by cnh industrial n.v.
London, 5 December 2018
CNH Industrial N.V. (NYSE: CNHI /MI: CNHI ) (CNH Industrial or the Guarantor) together with its subsidiary CNH Industrial Finance Europe S.A. a public limited liability company (société anonyme) incorporated and existing under the laws of the Grand Duchy of Luxembourg, having its registered office at 24, boulevard Royal, L-2449 Luxembourg, Grand Duchy of Luxembourg and registered with the Luxembourg Register of Commerce and Companies under number B-155849 (the Company) hereby announce the Company’s invitation to eligible holders (subject to the offer restrictions referred to below) of the Company’s €700,000,000 2.875 per cent. Notes due 27 September 2021 guaranteed by CNH Industrial (ISIN: XS1114452060) (the 2021 Notes) to tender their 2021 Notes for purchase by the Company for cash up to an aggregate maximum acceptance amount of €300,000,000 in aggregate nominal amount (the Maximum Acceptance Amount) (the Offer).
The Offer is made on the terms and subject to the conditions set out in the tender offer memorandum dated 5 December 2018 (the Tender Offer Memorandum).
Copies of the Tender Offer Memorandum are (subject to distribution restrictions) available from the Tender Agent as set out below. Capitalised terms used in this announcement but not defined have the meanings given to them in the Tender Offer Memorandum.
| Notes | ISIN | Outstanding Nominal Amount | Benchmark Rate | Purchase Spread | Purchase Yield | Maximum Acceptance Amount * | ||
| 2021 Notes | XS1114452060 | € | 700,000,000 | Interpolated Mid-Swap Rate | 60 bps (the Purchase Spread) | The sum of the Purchase Spread and Interpolated Mid-Swap Rate | € | 300,000,000 |
* The Company reserves the right, in its sole and absolute discretion and for any reason, to increase or decrease the Maximum Acceptance Amount.
Rationale for the Offer
The Company is making the Offer as a way of managing the Group's financial liabilities and cost of debt financing. The Company’s intention is to cancel, on or around the Settlement Date, all of the 2021 Notes that have been accepted for purchase pursuant to the Offer.
Purchase Price and Accrued Interest
The Company will pay, for the 2021 Notes accepted by it for purchase pursuant to the Offer, a price (the Purchase Price, expressed as a percentage and rounded to the third decimal place, with 0.0005 being rounded upwards) as described below.
The Purchase Price shall be determined at or around 12 noon (CET) (the Pricing Time) on 13 December 2018 (the Pricing Date) in the manner described in the Tender Offer Memorandum by reference to a yield (such yield, the Purchase Yield) calculated as the sum of (a) a purchase spread of 60 bps (the Purchase Spread) and (b) the Interpolated Mid-Swap Rate. The Purchase Price will be determined in accordance with market convention and expressed as a percentage of the nominal amount of the Notes, and is intended to reflect a yield to maturity of the 2021 Notes on the Settlement Date equal to the Purchase Yield.
The Company will also pay an Accrued Interest Payment in respect of 2021 Notes accepted for purchase pursuant to the Offer.
Maximum Acceptance Amount and Scaling
Maximum Acceptance Amount
If the Company decides, in its sole and absolute discretion, to accept valid tenders of 2021 Notes pursuant to the Offer, it will accept for purchase up to an aggregate nominal amount of 2021 Notes equal to the Maximum Acceptance Amount.
In addition, the Company reserves the right to increase, in its sole and absolute discretion, the Maximum Acceptance Amount at any time, including after the Expiration Deadline.
Scaling
The Company is under no obligation to accept for purchase any 2021 Notes tendered pursuant to the Offer. The acceptance for purchase by the Company of 2021 Notes tendered pursuant to the Offer is at the sole and absolute discretion of the Company and tenders may be rejected by the Company for any reason in its sole and absolute discretion.
If the Company accepts any 2021 Notes for purchase pursuant to the Offer and the aggregate nominal amount of 2021 Notes validly tendered is greater than the Maximum Acceptance Amount, the Company intends to accept such 2021 Notes for purchase on a pro rata basis such that the aggregate nominal amount accepted for purchase pursuant to the Offer is no greater than the Maximum Acceptance Amount.
In the circumstances in which valid tenders of 2021 Notes pursuant to the Offer are to be accepted, at the sole and absolute discretion of the Company, on a pro rata basis, each such tender of 2021 Notes will be scaled by a factor rounded to the nearest 0.000001 (with 0.0000005 being rounded upwards) (each a Pro-Ration Factor) equal to (i) the Maximum Acceptance Amount, divided by (ii) the aggregate nominal amount of 2021 Notes validly tendered pursuant to the Offer (subject to adjustment to allow for the aggregate nominal amount of 2021 Notes accepted for purchase, following the rounding of tenders of 2021 Notes as described below, to equal the Maximum Acceptance Amount exactly).
Each tender of 2021 Notes that is scaled in this manner will be rounded down or up at the Company’s discretion to the nearest €1,000 provided, in each case, that the Company will only accept valid tenders of 2021 Notes to the extent any such pro-rating would not result in the relevant Noteholder transferring 2021 Notes to the Company in an aggregate nominal amount which is less than the minimum denomination (as described below) of the 2021 Notes.
Tender Instructions
In order to participate in, and be eligible to receive the Purchase Price and Accrued Interest Payment pursuant to the Offer, Noteholders must validly tender their 2021 Notes by delivering, or arranging to have delivered on their behalf, a valid Tender Instruction that is received by the Tender Agent by 5.00 p.m. (CET) on 12 December 2018 (the Expiration Deadline).
Tender Instructions will be irrevocable except in the limited circumstances described in the Tender Offer Memorandum.
Tender Instructions must be submitted in respect of a nominal amount of 2021 Notes of no less than €100,000, being the minimum denomination of the 2021 Notes, and may, in each case, be submitted in integral multiples of €1,000 above €100,000. A separate Tender Instruction must be completed on behalf of each beneficial owner.
The Company is not under any obligation to accept any tender of 2021 Notes for purchase pursuant to the Offer. Tenders of 2021 Notes for purchase may be rejected in the sole discretion of the Company for any reason and the Company is not under any obligation to Noteholders to furnish any reason or justification for refusing to accept a tender of 2021 Notes for purchase. For example, tenders of 2021 Notes for purchase may be rejected if the Offer is terminated, if the Offer does not comply with the relevant requirements of a particular jurisdiction or for any other reason.
Indicative Timetable for the Offer
| Events | Times and Dates (All times are CET) |
| Commencement of the Offer | 5 December 2018 |
| Expiration Deadline | 5.00 p.m. on 12 December 2018 |
| Announcement of Indicative Results of Offer | 13 December 2018 at or around 10.00 a.m. |
| Pricing Date and Pricing Time | 13 December 2018 at or around12 noon |
| Announcement of Final Results and Pricing | As soon as reasonably practicable after the Pricing Time on the Pricing Date |
| Settlement Date | 17 December 2018 |
The Company may, in its sole discretion, extend, re-open, amend, waive any condition of or terminate the Offer at any time, including in respect of the Maximum Acceptance Amount (subject to applicable law and as provided in the Tender Offer Memorandum), and the above times and dates are subject to the Company's right to so extend, re-open, amend and/or terminate the Offer.
Noteholders are advised to check with any bank, securities broker or other intermediary through which they hold 2021 Notes when such intermediary would need to receive instructions from a Noteholder in order for that Noteholder to be able to participate in, or (in the limited circumstances in which revocation is permitted) revoke their instruction to participate in, the Offer before the deadlines specified above and in the Tender Offer Memorandum. The deadlines set by any such intermediary and each Clearing System for the submission of Tender Instructions will be earlier than the relevant deadlines specified above and in the Tender Offer Memorandum.
Unless stated otherwise, announcements in connection with the Offer will be made (i) by publication via the Companies Announcements Office of the Irish Stock Exchange (at "http://www.ise.ie") and (ii) by the delivery of notices to the Clearing Systems for communication to Direct Participants. Such announcements may also be made on the relevant Reuters Insider Screen and/or by the issue of a press release to a Notifying News Service. Copies of all such announcements, press releases and notices can also be obtained upon request from the Tender Agent, the contact details for which are below. Significant delays may be experienced where notices are delivered to the Clearing Systems and Noteholders are urged to contact the Tender Agent for the relevant announcements during the course of the Offer. In addition, Noteholders may contact the Dealer Managers for information using the contact details below.
Noteholders are advised to read carefully the Tender Offer Memorandum for full details of and information on the procedures for participating in the Offer.
Barclays Bank PLC, Citigroup Global Markets Limited and NatWest Markets Plc are acting as Dealer Managers for the Offer and Lucid Issuer Services Limited is acting as Tender Agent.
Further Information
Questions and requests for assistance in connection with the Offer may be directed to:
| Barclays Bank PLC 5 The North Colonnade Canary Wharf London E14 4BB United Kingdom Telephone: +44 (0) 20 3134 8515 Attention: Liability Management Group Email: eu.lm@barclays.com | Citigroup Global Markets Limited Citigroup Centre Canada Square London E14 5LB United Kingdom Telephone: +44 (0) 20 7986 8969 Attention: Liability Management Group Email: liabilitymanagement.europe@citi.com |
| NatWest Markets Plc 250 Bishopsgate London EC2M 4AA United Kingdom Telephone: +44 (0) 20 7678 5282 Attention: Liability Management Email: liabilitymanagement@natwestmarkets.com | |
Questions and requests for assistance in connection with the delivery of Tender Instructions including requests for a copy of the Tender Offer Memorandum may be directed to the Tender Agent.
| Tender Agent |
| Lucid Issuer Services Limited Tankerton Works 12 Argyle Walk London WC1H 8HA United Kingdom Telephone: +44 (0)20 7704 0880 Attention: Arlind Bytyqi Email: cnh@lucid-is.com |
DISCLAIMER This announcement must be read in conjunction with the Tender Offer Memorandum. This announcement and the Tender Offer Memorandum contain important information which should be read carefully before any decision is made with respect to the Offer. If you are in any doubt as to the contents of this announcement or the Tender Offer Memorandum or the action you should take, you are recommended to seek your own financial and legal advice, including as to any tax consequences, immediately from your broker, bank manager, solicitor, accountant or other independent financial or legal adviser. Any individual or company whose 2021 Notes are held on its behalf by a broker, dealer, bank, custodian, trust company or other nominee or intermediary must contact such entity if it wishes to participate in the Offer. None of the Company, the Guarantor, the Dealer Managers and the Tender Agent, or any of their respective directors, officers, employees, agents or affiliates make any representation or recommendation whatsoever regarding the Offer, or any recommendation as to whether Noteholders should tender 2021 Notes in the Offer.
None of the Dealer Managers, the Tender Agent and any of their respective directors, officers, employees, agents or affiliates assumes any responsibility for the accuracy or completeness of the information concerning the Offer, the Company, any of its affiliates (including the Guarantor) or the 2021 Notes contained in this announcement or in the Tender Offer Memorandum. None of the Company, the Guarantor, the Dealer Managers, the Tender Agent and any of their respective directors, officers, employees, agents or affiliates of such person, is acting for any Noteholder, or will be responsible to any Noteholder for providing any protections which would be afforded to its clients or for providing advice in relation to the Offer, and accordingly none of the Dealer Managers, the Tender Agent and any of their respective directors, officers, employees, agents or affiliates assumes any responsibility for any failure by the Company or the Guarantor to disclose information with regard to the Company or the 2021 Notes which is material in the context of the Offer and which is not otherwise publicly available.
OFFER AND DISTRIBUTION RESTRICTIONS
NOT FOR DISTRIBUTION IN OR INTO OR TO ANY PERSON LOCATED OR RESIDENT IN THE UNITED STATES, ITS TERRITORIES AND POSSESSIONS (INCLUDING PUERTO RICO, THE U.S. VIRGIN ISLANDS, GUAM, AMERICAN SAMOA, WAKE ISLAND AND THE NORTHERN MARIANA ISLANDS), ANY STATE OF THE UNITED STATES OR THE DISTRICT OF COLUMBIA OR TO ANY U.S. PERSON.
Neither this announcement nor the Tender Offer Memorandum constitutes an offer to buy or the solicitation of an offer to sell 2021 Notes (and tenders of 2021 Notes in the Offer will not be accepted from Noteholders) in any circumstances in which such offer or solicitation is unlawful. In those jurisdictions where the securities, blue sky or other laws require the Offer to be made by a licensed broker or dealer and any of the Dealer Managers or any of the Dealer Managers' respective affiliates is such a licensed broker or dealer in any such jurisdiction, the Offer shall be deemed to be made by such Dealer Manager or affiliate, as the case may be, on behalf of the Company in such jurisdiction.
The distribution of this announcement and the Tender Offer Memorandum in certain jurisdictions may be restricted by law. Persons into whose possession this announcement or the Tender Offer Memorandum comes are required by the Company, the Guarantor, the Dealer Managers and the Tender Agent to inform themselves about, and to observe, any such restrictions.
United States
The Offer is not being made, and will not be made, directly or indirectly in or into, or by use of the mails of, or by any means or instrumentality of interstate or foreign commerce of or of any facilities of a national securities exchange of, the United States or to any U.S. Person (as defined in Regulation S of the United States Securities Act (each a U.S. Person)). This includes, but is not limited to, facsimile transmission, electronic mail, telex, telephone, the internet and other forms of electronic communication. 2021 Notes may not be tendered in the Offer by any such use, means, instrumentality or facility from or within the United States or by persons located or resident in the United States or by, or by any person acting for the account or benefit of, a U.S. Person. Accordingly, copies of this announcement, the Tender Offer Memorandum and any other documents or materials relating to the Offer are not being, and must not be, directly or indirectly mailed or otherwise transmitted, distributed or forwarded (including, without limitation, by custodians, nominees or trustees) in or into the United States or to any persons located or resident in the United States or to any U.S. Person. Any purported tender of 2021 Notes in the Offer resulting directly or indirectly from a violation of these restrictions will be invalid and any purported tender of 2021 Notes made by, or by any person acting for the account or benefit of, a U.S. Person or by a person located in the United States or any agent, fiduciary or other intermediary acting on a non-discretionary basis for a principal giving instructions from within the United States will be invalid and will not be accepted.
Each holder of 2021 Notes participating in the Offer will represent that it is not a U.S. Person, it is not located in the United States and is not participating in the Offer from the United States, or it is acting on a non-discretionary basis for a principal located outside the United States that is not giving an order to participate in the Offer from the United States and is not a U.S. Person. For the purposes of this and the above paragraph, United States means the United States of America, its territories and possessions (including Puerto Rico, the U.S. Virgin Islands, Guam, American Samoa, Wake Island and the Northern Mariana Islands), any state of the United States of America and the District of Columbia.
Italy
None of the Offer, this announcement, the Tender Offer Memorandum or any other document or materials relating to the Offer have been or will be submitted to the clearance procedures of the Commissione Nazionale per le Società e la Borsa (CONSOB) pursuant to Italian laws and regulations. The Offer is being carried out in Italy as an exempted offer 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. Holders or beneficial owners of 2021 Notes that are resident and/or located in Italy can tender 2021 Notes for purchase in the Offer through authorised 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. 20307 of 15 February 2018, as amended, and Legislative Decree No. 385 of 1 September 1993, as amended) and in compliance with any other applicable laws and regulations and with any requirements imposed by CONSOB and 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 2021 Notes or the Offer.
United Kingdom
The communication of this announcement, the Tender Offer Memorandum and any other documents or materials relating to the Offer is not being made and such documents and/or materials have not been approved by an authorised person for the purposes of section 21 of the Financial Services and Markets Act 2000. Accordingly, this announcement, the Tender Offer Memorandum and such documents and/or materials are not being distributed to, and must not be passed on to, persons in the United Kingdom other than (i) those persons in 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 Financial Promotion Order)), (ii) to those persons falling within Article 43(2) of the Financial Promotion Order, including existing members and creditors of the Company, (iii) to those persons who are outside the United Kingdom, or (iv) to any other persons to whom it may otherwise lawfully be made under the Financial Promotion Order.
France
The Offer is not being made, directly or indirectly, to the public in the Republic of France (France). Neither this announcement, the Tender Offer Memorandum nor any other document or material relating to the Offer has 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 portefeuille pour compte de tiers) and/or (ii) qualified investors (investisseurs qualifiés), other than individuals, acting for their own account, 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 Offer. This announcement and the Tender Offer Memorandum have not been and will not be submitted for clearance to nor approved by the Autorité des Marchés Financiers.
Belgium
Neither this announcement, the Tender Offer Memorandum nor any other documents or materials relating to the Offer have been submitted to or will be submitted for approval or recognition to the Belgian Financial Services and Markets Authority (Autoriteit voor financiële diensten en markten / Autorité des services marchés financiers) and, accordingly, the Offer 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 as amended or replaced from time to time. Accordingly, the Offer may not be advertised and the Offer will not be extended, and neither this announcement, the Tender Offer Memorandum nor any other documents or materials relating to the Offer (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 "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 (as amended or replaced from time to time), acting on their own account. Insofar as Belgium is concerned, this announcement and the Tender Offer Memorandum have been issued only for the personal use of the above qualified investors and exclusively for the purpose of the Offer. Accordingly, the information contained in this announcement and the Tender Offer Memorandum may not be used for any other purpose or disclosed to any other person in Belgium.
The Netherlands
The Offer is not being made, directly or indirectly, in the Netherlands to any persons other than qualified investors (gekwalificeerde beleggers) within the meaning of article 1:1 of the Dutch Financial Supervision Act (Wet op het financieel toezicht). The Offer and Tender Offer Memorandum and any other documentation or material relating to the Offer is directed only at such qualified investors and must not be acted on or relied on by persons who are not qualified investors.
Luxembourg
Neither this Tender Offer Memorandum nor any other documents or materials relating to the Offer have been approved by, or will be submitted for approval to, the Luxembourg Financial Services Authority (Commission de Surveillance du Secteur Financier) for purposes of public offering in the Grand Duchy of Luxembourg (Luxembourg). Accordingly, the Offer may not be made to the public in Luxembourg, directly or indirectly, and neither this Tender Offer Memorandum, nor any other offering circular, prospectus, form of application, advertisement or other material relating to the Offer may be distributed, or otherwise made available in, from, or published in, Luxembourg except in circumstances which do not constitute an offer of securities to the public, subject to prospectus requirements, in accordance with the Luxembourg Act of July 10, 2005 on prospectuses for securities, as amended, and implementing the Prospectus Directive, as amended (the Prospectus Act).
Forward-looking statements
All statements other than statements of historical fact contained in this press release including statements regarding our: competitive strengths; business strategy; future financial position or operating results; budgets; projections with respect to revenue, income, earnings (or loss) per share, capital expenditures, dividends, capital structure or other financial items; costs; and plans and objectives of management regarding operations and products, are forward-looking statements. These statements may include terminology such as “may”, “will”, “expect”, “could”, “should”, “intend”, “estimate”, “anticipate”, “believe”, “outlook”, “continue”, “remain”, “on track”, “design”, “target”, “objective”, “goal”, “forecast”, “projection”, “prospects”, “plan”, or similar terminology. Forward-looking statements are not guarantees of future performance. Rather, they are based on current views and assumptions and involve known and unknown risks, uncertainties and other factors, many of which are outside our control and are difficult to predict. If any of these risks and uncertainties materialize or other assumptions underlying any of the forward-looking statements prove to be incorrect, the actual results or developments may differ materially from any future results or developments expressed or implied by the forward-looking statements. Factors, risks, and uncertainties that could cause actual results to differ materially from those contemplated by the forward-looking statements include, among others: the many interrelated factors that affect consumer confidence and worldwide demand for capital goods and capital goods-related products; general economic conditions in each of our markets; changes in government policies regarding banking, monetary and fiscal policies; legislation, particularly relating to capital goods-related issues such as agriculture, the environment, debt relief and subsidy program policies, trade and commerce and infrastructure development; government policies on international trade and investment, including sanctions, import quotas, capital controls and tariffs; actions of competitors in the various industries in which we compete; development and use of new technologies and technological difficulties; the interpretation of, or adoption of new, compliance requirements with respect to engine emissions, safety or other aspects of our products; production difficulties, including capacity and supply constraints and excess inventory levels; labor relations; interest rates and currency exchange rates; inflation and deflation; energy prices; prices for agricultural commodities; housing starts and other construction activity; our ability to obtain financing or to refinance existing debt; a decline in the price of used vehicles; the resolution of pending litigation and investigations on a wide range of topics, including dealer and supplier litigation, follow-on private litigation in various jurisdictions after the settlement of the EU antitrust investigation announced on July 19, 2016, intellectual property rights disputes, product warranty and defective product claims, and emissions and/or fuel economy regulatory and contractual issues; our pension plans and other post-employment obligations; political and civil unrest; volatility and deterioration of capital and financial markets, possible effects of “Brexit”, terror attacks in Europe and elsewhere, and other similar risks and uncertainties and our success in managing the risks involved in the foregoing. Further information concerning factors, risks, and uncertainties that could materially affect the Company’s financial results is included in our annual report on Form 20-F for the year ended December 31, 2017, prepared in accordance with U.S. GAAP and in the Company's EU Annual Report at December 31, 2017, prepared in accordance with EU-IFRS. Investors should refer to and consider the incorporated information on risks, factors, and uncertainties in addition to the information presented here.
Forward-looking statements are based upon assumptions relating to the factors described in the press release, which are sometimes based upon estimates and data received from third parties. Such estimates and data are often revised. Our actual results could differ materially from those anticipated in such forward-looking statements. Forward-looking statements speak only as of the date on which such statements are made, and we undertake no obligation to update or revise publicly our forward-looking statements. Further information concerning CNH Industrial and its businesses, including factors that potentially could materially affect CNH Industrial’s financial results, is included in CNH Industrial’s reports and filings with the U.S. Securities and Exchange Commission (“SEC”), the Autoriteit Financiële Markten (“AFM”) and Commissione Nazionale per le Società e la Borsa (“CONSOB”).
All future written and oral forward-looking statements by CNH Industrial or persons acting on the behalf of CNH Industrial are expressly qualified in their entirety by the cautionary statements contained herein or referred to above.
CNH Industrial N.V. (NYSE: CNHI /MI: CNHI) is a global leader in the capital goods sector with established industrial experience, a wide range of products and a worldwide presence. Each of the individual brands belonging to the Company is a major international force in its specific industrial sector: Case IH, New Holland Agriculture and Steyr for tractors and agricultural machinery; Case and New Holland Construction for earth moving equipment; Iveco for commercial vehicles; Iveco Bus and Heuliez Bus for buses and coaches; Iveco Astra for quarry and construction vehicles; Magirus for firefighting vehicles; Iveco Defence Vehicles for defence and civil protection; and FPT Industrial for engines and transmissions. More information can be found on the corporate website: www.cnhindustrial.com
For more information contact:
Corporate Communications
Email: mediarelations@cnhind.com
Investor Relations
Email: investor.relations@cnhind.com
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