Syngenta extends maturity date, changes considerations in tender offer

Chicago, July 6 – Syngenta AG announced changes to the tender offers relating to notes issued by wholly owned subsidiary Syngenta Finance NV in a Wednesday press release.

Due to market volatility, the company is changing the amount offered per note to fixed considerations instead of pricing the considerations against a benchmark Treasury with a fixed spread.

The company is also extending the any-and-all tender offers.

New considerations

In the any-and-all offer, Syngenta is now offering to buy each $1,000 note from the following series at a fixed-consideration amount:

• $405.67 million outstanding 5.676% senior notes due April 24, 2048 (Cusips: 87164KAJ3, N84413CN6) with a first par call date on Oct. 24, 2047 for $1,010, instead of pricing based on the 2.25% U.S. Treasury due February 2052 and a fixed spread of 225 basis points; and the

• $29,234,000 outstanding 4.375% senior notes due March 28, 2042 (Cusip: 87164KAB0) for $882.50, instead of pricing based on the 3.25% U.S. Treasury due May 2042 and a fixed spread of 200 bps.

Under the maximum tender offer, Syngenta is offering to buy notes from the following series at the revised considerations:

• $1 billion outstanding 5.182% senior notes due April 24, 2028 (Cusips: 87164KAC8, N84413CG1) with a Jan. 24, 2028 par call date for $1,010, instead of pricing be based on the 2.625% U.S. Treasury due May 2027 and a fixed spread of 180 bps; and the

• $750 million outstanding 4.892% senior notes due April 24, 2025 (Cusips: 87164KAG9, N84413CL0) and a Feb. 24, 2025 par call date for $1,005, instead of pricing based on the 2.875% U.S. Treasury due June 2025 and a fixed spread of 160 bps.

For the capped, offer, the total considerations include an early tender payment of $50 per $1,000 note for noteholders who tender their notes by the early deadline.

As previously reported, the cap is $1 billion principal amount of notes minus the amount tendered in the any-and-all offer.

Details

The any-and-all offers will now expire at 5 p.m. ET on July 12, pushed back from 5 p.m. ET on July 6, also the new withdrawal deadline.

The early tender offer deadline is still 5 p.m. ET on July 13, the withdrawal deadline for the capped offer.

The maximum tender offers will expire at 11:59 p.m. ET on July 27.

Interest will also be paid to the applicable settlement.

The uncapped offer settlement date is expected to be July 15, previously July 11. The capped offer is expected to settle on July 29.

There are guaranteed delivery procedures. Guaranteed delivery dates for the any-and-all offer are 5 p.m. ET on July 14 for the expiration time and July 15 for settlement.

The purpose of the tender offers is to proactively manage the issuer’s debt portfolio, to reduce its future interest expense and to provide liquidity to holders.

BofA Securities Europe SA (888 292-0070, 980 387-3907, +33 1 87 70 10 57, DG.LM-EMEA@bofa.com) and Goldman Sachs Bank Europe SE (+44 20 7774 4836, liabilitymanagement.eu@gs.com) are the dealer managers.

D.F. King & Co., Inc. (888 602-1958, 212 269-5550, syngenta@dfking.com) is the information and tender agent for the offer.

The agribusiness company is based in Basel, Switzerland.

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