Capital/Financing Update • Oct 31, 2011
Capital/Financing Update
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Nanterre, October 31, 2011
Strengthened by its recent financial performance, the continued improvement of its profit margins, and its prospects for accelerated growth in the medium to long term (2011-2015), Faurecia announced today that it will proceed with plans to refinance its debt and put in place new longterm financial resources.
In order to do so, the Group is launching two transactions:
These two transactions will allow for the early repayment of the €250 million line of credit extended to Faurecia by Peugeot S.A. in parallel with its repayment of the existing syndicated credit facility.
This refinancing will enable Faurecia to extend its debt maturity profile, to diversify its funding sources and to obtain financing that is not subject to a covenant relating to Peugeot S.A.'s minimum shareholding interest.
Faurecia will allocate the proceeds of the Note issue to the repayment of the line of credit extended by Peugeot S.A. and to the reduction of its indebtedness under its existing syndicated credit facility. An application will be made to list the Notes on the Luxemburg Stock Exchange (Euro MTF). The issue date of the Notes is expected to occur on November 10, 2011. The terms of the Notes do not require Peugeot S.A. to hold a minimum equity interest. This issue is being managed by BNP Paribas, Crédit Agricole CIB, Natixis and Société Générale as Joint Bookrunning Managers. Crédit Agricole CIB (Booking & Delivery) and Natixis are also the Global Coordinators.
Faurecia believes that conditions are now favorable for the refinancing of its syndicated credit facility (€1,170 million) established in November 2008, €712 million of which had been drawn down as of 30 June 2011.
The refinancing would include a new syndicated credit facility in the amount of €1,150 million, to be established by a group of nine banks mandated by Faurecia: BNP Paribas, Crédit Agricole Corporate & Investment Bank, Natixis and Société Générale Corporate & Investment Banking, as bookrunners; The Bank of Tokyo-Mitsubishi UFJ, Ltd., Crédit Mutuel-CIC, Commerzbank AG and HSBC France, as mandated lead arrangers; and Citigroup Global Markets Limited, as arranger. On 26 October 2011, these nine banks entered into an agreement in principle for an amount of €1,150 million. The new credit facility, which has been fully subscribed (subject to definitive documentation and customary closing conditions), will subsequently be syndicated.
This new syndicated credit facility will take the form of a revolving line of credit composed of two tranches, A and B, maturing in 2014 and 2016. Faurecia will have the option to extend the A tranche, thus allowing it to extend the maturity date until 2016.
Its use will be limited, as in the case of the existing syndicated credit facility, by certain restrictive covenants; in particular concerning consolidated financial ratios: i.e. ratio of net debt / EBITDA less than 2.5x and ratio of EBITDA / net interest above 4.5x.
The new syndicated credit facility will not be subject to a covenant relating to Peugeot S.A.'s control of Faurecia, in contrast to the existing syndicated credit facility.
Once the new syndicated credit facility is finalized, Faurecia will repay the remaining amounts outstanding under its existing credit facilities.
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Faurecia is the world's sixth largest automotive equipment supplier with four key Business Groups: Automotive Seating, Emissions Control Technologies, Interior Systems and Automotive Exteriors. In 2010, the Group posted total sales of €13.8 billion. It employs 75,000 people in 33 countries at 238 sites and 38 R&D centers. Faurecia is listed on the NYSE Euronext Paris Stock Exchange. For more information, visit: www.faurecia.com
Media Olivier Le Friec Manager Media Relations Tel: +33 (0)1 72 36 72 58 Mob: +33 (0)6 76 87 30 17 [email protected] Analysts/Investors Eric-Alain Michelis Director Investor Relations Tel: +33 (0)1 72 36 75 70 Mob: +33 (0)6 64 64 61 29 [email protected]
This press release is neither an offer of securities for sale nor the solicitation of an offer to purchase securities in France, in the United States or any other jurisdiction. The securities described herein may not be offered or sold in the United States or to, or for the account or benefit of, U.S. persons unless they are registered or exempt from registration under the U.S. Securities Act of 1933, as amended (the "Securities Act"). The securities described herein have not been and will not be registered under Securities Act and Faurecia does not intend to make a public offer of its securities in the United States.
The offer and sale of the Notes in France will be carried out through a private placement to qualified investors, in accordance with article L.411-2 of the French Financial and Monetary Code and other applicable laws and regulations. There will be no public offering in France.
No communication and no information in respect of the offering by Faurecia of notes (the "Notes") may be distributed to the public in any jurisdiction where a registration or approval is required. No steps have been or will be taken in any jurisdiction where such steps would be required. The offering or subscription of the Notes may be subject to specific legal or regulatory restrictions in certain jurisdictions. Faurecia takes no responsibility for any violation of any such restrictions by any person.
This announcement is not a prospectus within the meaning of Directive 2003/71/EC of the European Parliament and the Council of 4 November 2003 as implemented in each member State of the European Economic Area and amendments thereto, including Directive 2010/73/EU to the extent implemented in the relevant member State of the European Economic Area (the "Prospectus Directive").
This announcement does not, and shall not, in any circumstances constitute a public offering nor an invitation to the public in connection with any offer in any jurisdiction.
The offer and sale of the Notes in France will be carried out through a private placement to qualified investors, in accordance with article L.411-2 of the French Financial and Monetary Code and other applicable laws and regulations. There will be no public offering in France.
With respect to the member States of the European Economic Area, other than France, which have implemented the Prospectus Directive, the Notes may only be offered under circumstances not requiring Faurecia to publish a prospectus as provided under article 3(2) of the Prospectus Directive.
This press release does not constitute an offer to the public in the United Kingdom. No prospectus has been or will be approved in the United Kingdom in respect of the Notes. This press release is not a prospectus which has been approved by the Financial Services Authority or any other United Kingdom regulatory authority for the purposes of Section 85 of the Financial Services and Markets Act 2000. The distribution of this press release is not made, and has not been approved, by an "authorized person" within the meaning of Article 21(1) of the Financial Services and Markets Act 2000. This press release is only being distributed to and is only directed at (i) persons who are outside the United Kingdom or (ii) investment professionals falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the "Order") or (iii) high net worth companies, and other persons to whom it may lawfully be communicated, falling within Article 49(2)(a) to (d) of the Order (all such persons together being referred to as "Relevant Persons"). The Notes are only available to, and any invitation, offer or agreement to subscribe, purchase or otherwise acquire such Notes will be engaged in only with, Relevant Persons. Any person who is not a Relevant Person should not act or rely on this press release or any of its contents.
This press release does not constitute or form a part of any offer or solicitation to purchase or subscribe for securities in the United States. The Notes have not been and will not be registered under the Securities Act, or with any securities regulatory authority of any state or other jurisdiction in the United States, and may not be offered or sold, directly or indirectly, within the United States or to, or for the account or benefit of, U.S. persons, as such term is defined in Regulation S under the Securities Act ("Regulation S"), expect pursuant to an exemption from or in a transaction not subject to the registration requirements of the Securities Act. The Notes are being offered and sold only outside the United States in "offshore transactions" as defined in and in accordance with Regulation S. Faurecia does not intend to register any portion of the offering in the United States or to conduct an offering of securities in the United States.
In connection with the issue of the Notes, one or more parties named as the stabilizing manager(s) (or persons acting on behalf of any stabilizing manager(s)) may over allot Notes or effect transactions with a view to supporting the market price of the Notes at a level higher than that which might otherwise prevail. However, there is no assurance that the stabilizing manager(s) (or persons acting on behalf of any stabilizing manager(s)) will undertake stabilization action. Any stabilization action or over allotment must be conducted by the relevant stabilizing manager(s) (or person(s) acting on behalf of any stabilizing manager(s)) in accordance with all applicable laws and rules.
The distribution of this press release in certain countries may constitute a breach of applicable law. The information contained in this press release does not constitute an offer of securities for sale in the United States, Canada, Australia or Japan.
This press release may not be published, forwarded or distributed in the United States, Canada, Australia or Japan.
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