10/03/2024 IHO Verwaltungs GmbH (IHOVER) approx EUR1.864bn (from up to EUR2.2bn equivalent) (EUR/US$) 144A/Reg S sustainability-linked sr sec PIK toggle notes four-part. Ba2/BB-/BB (negative/stable/stable). Via DB sole EUR physical books/Citi sole US$ physical books/BNP/BofA jt books. No reg rights. List Lux. NY law. CoC at 101. The first two and last interest payments will be in cash. Coupon steps up 75bp if PIK. Settles 10/11 (T+6).
- EUR600m (up from EUR400m minimum) due 11/15/29 (5y). NC2 ((11/15/26) (MWC B+50bp), then at 103.375, 101.6875, 100. Equity claw: 2y 40% at 106.75. Reg S ISIN: XS2905386962. Price talk: 6.50%-6.75%. Final terms: EUR600m 6.75% at 100. Priced: 6.75% at 100. +478bp vs DBR 2.10% 11/15/29.
- EUR400m (from EUR400m minimum) due 11/15/31 (7y). NC3 (11/15/27) (MWC B+50bp), then at 103.50, 101.75, 100. Equity claw: 3y 40% at 107.00. Reg S ISIN: XS2905387697. Price talk: 6.75%-7.00%. Final terms: EUR400m 7.00% at 100. Priced: 7.00% at 100. +504bp vs DBR 0.00% 11/15/27.
- US$500m (from US$400m minimum) due 11/15/30 (6y). NC2 (11/15/26) (MWC T+50bp), then at 103.875, 101.9375, 100. Equity claw: 2y 40% at 107.75. 144A CUSIP: 44963BAF5. IPT: mid 7s. Price talk: 7.50%-7.75%. Final terms: US$500m 7.75% at 100. Priced: 7.75% at 100. +417bp vs 3.50% 09/30/29.
- US$450m (from US$400m minimum) due 11/15/32 (8y). NC3 (11/15/27) (MWC T+50bp), then at 104.00, 102.00, 100. Equity: 3y 40% at 108.00. 144A CUSIP: 44963BAG3. IPT: high 7s. Price talk: 7.75%-8.00%. Final terms: US$450m 8.00% at 100. Priced: 8.00% at 100. +433bp vs 3.625% 09/30/31.
Roadshow 09/30-10/01 (small group meetings) (investor call at 3pm UKT 09/20). Books closed EUR at 4pm UKT / US$ 1pm NYT 10/02. UOP: along with cash on hand and the close-out of cross-currency hedges on certain of the redeemed notes, to redeem in full its existing EUR750m 1st line notes due 09/15/26 (callable at 100), US$500m 4.75% 1st lien notes due 09/15/26 (callable at 100), EUR500m 3.875% sec PIK notes due 05/15/27 (callable at 100) and US$450m 6.00% sec PIK notes due 05/15/27 (callable at 100). Biz: Holding and finance company owned by the Schaeffler family (ownership interests include auto parts manufacturers IHO Holdings Schaeffler AG (75.1%), Continental AG (36%), and Vitesco Technologies AG (38.9%)). HQ: Herzogenaurach, Germany. https://www.netroadshow.com/nrs/home/#!/?show=e122bd26 (code: IHO2024)
Sustainability performance bond target: reduction of absolute Scope 1+2 GHG emissions of Schaeffler AG by 75% by12/31025 and, for the 2031 and 2023 maturities only 90% by 12/31/30, in each case vs 2019 baseline, with related step up mechanism (20bp per annum until the KPI is met).