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Schaeffler AG places senior secured notes of 2.0 billion Euro in Europe and in the US

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– Successful capital market debut in Europe and in the US
– Issue five times oversubscribed; volume upsized from ?1 billion to ?2 billion
– Four tranches with a balanced mix of maturities (five to seven years) and currencies (Euro and USD)
– First milestone of the new refinancing concept implemented faster than expected
Schaeffler AG successfully placed ?2.0 billion of bonds debuting in the international capital markets. The issue was approximately five times oversubscribed. Given the extraordinary demand, the originally envisaged issue size of ?1.0 billion was increased to ?2.0 billion.
The issue consists of two Euro tranches and two U.S. dollar tranches. The two Euro tranches have a total volume of ?1.2 billion with a maturity of five and seven years and coupons of 7.75 percent and 8.75 percent, respectively. The two dollar tranches total 1.1 billion U.S. dollars. The 5-year and the 7-year US dollar tranches come at coupons of 7.75 percent and 8.5 percent, respectively.
The bond issue represents a key element of the ?8.0 billion refinancing agreement that Schaeffler AG entered into with its banks on January 27, 2012. The successful bond issue, which is a first major part of the new refinancing concept, was implemented faster than anticipated. The net proceeds of the bonds will be used to repay existing loans. This results in a significant improvement of the current maturity profile.
Klaus Rosenfeld, CFO of Schaeffler AG, said: “The demand for the bonds was extraordinary both in Europe and the U.S. With the highly successful placement we have laid the foundation for a further optimization of our capital structure.”
The notes have been issued by Schaeffler Finance BV and are guaranteed by Schaeffler AG and selected subsidiaries.
Juergen M. Geissinger, CEO of the Schaeffler AG, said: “The success of the offering is proof of the operational excellence of our company. The tremendous demand from investors showed that the capital markets recognize the profitability and the growth potential of Schaeffler Group.”
The bonds will be listed on the Euro MTF market of the Luxembourg Stock Exchange. The company mandated BNP Paribas, Deutsche Bank, HSBC and JP Morgan as joint global coordinators and joint managing bookrunners. Commerzbank, LBBW, Royal Bank of Scotland and UniCredit acted as joint lead bookrunners.
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 there was no public offering in connection with this transaction nor will there be a public offering of the securities. No approved prospectus was or will be prepared in connection with this transaction. Any offer of securities in any Member State of the European Economic Area (“EEA”) which has implemented the Prospectus Directive (2003/71/EC), as amended, including any relevant implementing measures to implement the Directive 2010/73/EU, (each, a “Relevant Member State”) will only be made if no prospectus for offers of securities has to be published. Accordingly any person making or intending to make any offer in that Relevant Member State of securities which are the subject of the placement contemplated in this announcement may only do so in circumstances in which no obligation arises for Schaeffler to publish a prospectus pursuant to Article 3 of the Prospectus Directive (as amended by the Directive 2010/73/EU, to the extent such amendments have already been implemented in the Relevant Member State) or supplement a prospectus pursuant to Article 16 of the Prospectus Directive (as amended by the Directive 2010/73/EU, to the extent such amendments have already been implemented in the Relevant Member State), in each case, in relation to such offer. Schaeffler has not authorized, nor does it authorize, the making of any offer of securities in circumstances in which an obligation arises for Schaeffler to publish or supplement a prospectus for such offer.
Please find further information on our website: www.schaeffler-gruppe.de/ir

The Schaeffler Group with its brands INA, FAG and LuK is a leading manufacturer of rolling bearings and linear products as well as a renowned supplier to the automotive industry of high-precision products and systems for engines, transmissions and chassis applications. The group of companies stands for exceptional customer focus, innovative ability and the highest possible level of quality. Sales of around ?9.5 billion were generated at over 180 locations in more than 50 countries in 2010. With over 70,000 employees worldwide, the Schaeffler Group is one of the largest German and European industrial companies in family ownership.