Jab Holdings begins capped tender offer for 1.5%, 2.125%, 1.75% notes

By Sarah Lizee

Olympia, Wash., Dec. 9 – Jab Holdings BV launched a cash tender offer for a capped amount of its €750 million 1.5% notes due 2021, €750 million 2.125% notes due 2022 and €900 million 1.75% notes due 2023, according to a company announcement.

The notes are guaranteed by Jab Holding Co. Sarl.

The cap will be determined at the company’s discretion and will be announced no later than on the business day following the expiration deadline, which is 11 a.m. ET on Dec. 16.

Pricing will be set using a purchase yield of negative 0.05% for the 2021 notes and 2022 notes. If settlement takes place as scheduled on Dec. 19, the purchase price for the 2021 notes will be 102.996, and the purchase price for the 2022 notes will be 105.972.

If the settlement date changes, the purchase prices will be recalculated.

Pricing for the 2023 notes will be set using the May 2023 interpolated mid-swap rate plus a spread of 40 basis points.

Each purchase price will equal the value of all remaining payments of principal and interest up to and including the scheduled maturity date, discounted to the settlement date at a discount rate equal to the purchase yield, minus accrued interest.

The tender offer is subject to a new financing condition. The company announced that it plans to issue new euro-denominated guaranteed fixed rate notes in one or more tranches.

The purpose of the offers and the planned issuance of new notes is, among other things, to proactively manage its debt redemptions and to extend the debt maturity profile of the company.

A holder of notes of a series who wishes to subscribe for new notes in addition to tendering its notes for purchase may be eligible to receive priority in the allocation of the new notes.

Tendered notes accepted for purchase may be subject to proration.

The dealer managers are BNP Paribas (+44 20 7595 8668, liability.management@bnpparibas.com), Citigroup Global Markets Ltd. (+44 20 7986 8969, liabilitymanagement.europe@citi.com) and HSBC Bank plc (+44 20 7992 6237, LM_emea@hsbc.com).

The tender agent is Lucid Issuer Services Ltd. (+44 20 7704 0880, jab@lucid-is.com).

Luxembourg-based Jab Holding is a conglomerate that includes investments of companies operating in the arenas of consumer goods, forestry, coffee, luxury fashion and fast food, among others.

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