Rexel launches €500 million note offering
NOT FOR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN THE UNITED STATES, AUSTRALIA, CANADA OR JAPAN.
Rexel announced today that it intends to offer €500 million of senior unsecured notes due in 2022 (the “Notes”). The Notes will be non-callable until 2018. They will rank pari passu with Rexel’s senior credit facility and other senior unsecured notes.
The proceeds of the issuance of the Notes will be used to redeem Rexel’s 6.125% senior U.S. dollar notes issued on March 28, 2012 and on April 23, 2012 (for the additional notes) due December 2019 (the “2019 Notes”), and for general corporate purposes. Rexel will redeem the 2019 Notes at their applicable make-whole redemption premium, plus accrued and unpaid interest. Rexel can elect not to redeem the 2019 Notes if it does not issue at least €400 million of Notes or if there is a material change in financial markets.
The Notes will be offered exclusively to investors outside the United States and are expected to be listed on the Luxembourg Stock Exchange (Euro MTF).
Rexel expects the Notes to be rated by Moody’s, Fitch and Standard & Poor’s. Ratings announcements are expected to be released shortly by the respective rating agencies.
This issuance will allow Rexel to enhance its financial flexibility by extending its debt maturity profile and reducing its overall cost of financing.
Crédit Agricole CIB, HSBC and Société Générale will act as Joint Global Coordinators, and as Joint Lead Bookrunners. BofA Merrill Lynch, CM-CIC, ING and J.P. Morgan will act as Joint Bookrunners for the Notes offering. Bayerische Landesbank and Natixis will act as Co-Lead Managers.
This document is not 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 Rexel 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 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.
