HARMAN Announces Pricing of €350 Million Senior Notes Offering
May 20 2015 - 4:20PM
Business Wire
Harman International Industries, Incorporated (NYSE:HAR) (the
“Company”), the leading global infotainment, audio and software
services company, today announced that it has priced an
underwritten public offering of €350 million aggregate principal
amount of 2.000% Senior Notes due 2022 (the “Notes”). The Notes
will be issued by Harman Finance International, S.C.A. (the
“Issuer”), a wholly owned subsidiary of Harman International
Industries, Incorporated, at a price equal to 99.613% of the
aggregate principal amount. The Notes will be fully and
unconditionally guaranteed by the Company. The Company anticipates
that the offering will close on or around May 27, 2015, subject to
customary closing conditions.
The Issuer expects to receive net proceeds of approximately
€346.2 million from the offering, after deducting the underwriting
discount and estimated offering expenses. The Issuer intends to
lend the net proceeds to one or more subsidiaries of the Company,
which in turn will result in the repayment of a portion of the
current balance of the Company’s revolving credit facility and the
financing for the Company’s announced acquisition of certain assets
of Bang & Olufsen with the balance, if any, to be used by such
subsidiaries for general corporate purposes.
HSBC Bank plc, J.P. Morgan Securities plc, and UniCredit Bank AG
are acting as joint book-running managers for the offering.
Before making an investment in the Notes, potential investors
should read the preliminary prospectus supplement, the accompanying
prospectus and the other documents that the Company has filed with
the Securities and Exchange Commission (the “SEC”) for more
complete information about the Company and the offering. The
offering is being made pursuant to a shelf registration statement
on Form S-3 (including a prospectus) previously filed with the SEC
and declared effective on April 30, 2015. A preliminary prospectus
supplement and accompanying prospectus related to the offering was
filed with the SEC on May 20, 2015. A final
prospectus supplement and accompanying prospectus relating to the
offering will be filed with the SEC. Electronic copies of the
prospectus supplement and accompanying prospectus can be obtained
through the website of the SEC at www.sec.gov. In
addition, when available, a copy of the final prospectus supplement
for the offering may be obtained from HSBC Bank plc by calling
(866) 811-8049, J.P. Morgan Securities plc by calling +44
207-134-2468, or UniCredit Bank AG by calling (800) 493-2203.
This press release is neither an offer to sell nor the
solicitation of an offer to buy the Notes and shall not constitute
an offer, solicitation or sale in any jurisdiction in which such
offer, solicitation or sale is unlawful. The offering of the Notes
will be made only by means of a prospectus supplement and
accompanying prospectus.
About HARMAN
HARMAN (harman.com) designs and engineers connected products and
solutions for consumers, automakers, and enterprises worldwide,
including audio, visual and infotainment systems; enterprise
automation solutions; and software services. With leading brands
including AKG®, Harman Kardon®, Infinity®, JBL®, Lexicon® , Mark
Levinson ® and Revel®, HARMAN is admired by audiophiles, musicians
and the entertainment venues where they perform around the world.
HARMAN also is a technology and integration services leader for the
Automotive, Mobile, Telecommunications and Enterprise markets. More
than 25 million automobiles on the road today are equipped with
HARMAN audio and infotainment systems. The Company’s software
solutions power billions of mobile devices and systems that are
connected, integrated, personalized, adaptive and secure across all
platforms, from the work and home to car and mobile. HARMAN has a
workforce of approximately 25,000 people across the Americas,
Europe, and Asia and reported sales of $5.9 billion during the last
12 months ended March 31, 2015. The Company’s shares are traded on
the New York Stock Exchange under the symbol NYSE:HAR.
HAR-C
Forward-Looking Information
Certain matters discussed in this press release are
forward-looking statements within the meaning of Section 21E of the
Securities Exchange Act of 1934, as amended. One should not place
undue reliance on these statements. The Company bases these
statements on particular assumptions that it has made in light of
its industry experience, as well as its perception of historical
trends, current market conditions, current economic data, expected
future developments and other factors that the Company believes are
appropriate under the circumstances. These statements involve
risks, uncertainties and assumptions that could cause actual
results to differ materially from those suggested in the
forward-looking statements, including but not limited to: (1) the
Company's ability to maintain profitability in its infotainment
division if there are delays in its product launches which may give
rise to significant penalties and increased engineering expense;
(2) the loss of one or more significant customers, or the loss of a
significant platform with an automotive customer; (3) fluctuations
in currency exchange rates, particularly with respect to the value
of the U.S. Dollar and the Euro; (4) the Company's ability to
successfully implement its global footprint initiative, including
achieving cost reductions and other benefits in connection with the
restructuring of its manufacturing, engineering, procurement and
administrative organizations; (5) fluctuations in the price and
supply of raw materials including, without limitation, petroleum,
copper, steel, aluminum, synthetic resins, rare metals and
rare-earth minerals, or shortages of materials, parts and
components; (6) the inability of the Company's suppliers to deliver
products at the scheduled rate and disruptions arising in
connection therewith; (7) the Company's ability to maintain a
competitive technological advantage through innovation and leading
product designs; (8) the Company's ability to integrate
successfully our recently completed and future acquisitions; (9)
the Company's failure to maintain the value of its brands and
implementing a sufficient brand protection program; and (10) other
risks detailed in the Company’s Annual Report on Form 10-K for
the fiscal year ended June 30, 2014 and other filings
made by the company with the SEC. The Company undertakes
no obligation to publicly update or revise any forward-looking
statement except as required by law.
© 2015 HARMAN International Industries, Incorporated. All rights
reserved. Harman Kardon, Infinity, JBL, Lexicon and Mark Levinson
are trademarks of HARMAN International Industries, Incorporated,
registered in the United States and/or other countries. AKG is a
trademark of AKG Acoustics GmbH, registered in the United States
and/or other countries. Features, specifications and appearance are
subject to change without notice.
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version on businesswire.com: http://www.businesswire.com/news/home/20150520006562/en/
HARMANDarrin Shewchuk, 203-328-3834Director, Corporate
Communicationsdarrin.shewchuk@harman.comorChris Ferris,
203-328-3500Manager, Investor Relationschris.ferris@harman.com
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