NASHVILLE, TENNESSEE,
September 07,2016 /PRNewswire/ --
Caterpillar Financial Services Corporation, a wholly owned
subsidiary of Caterpillar Inc. (NYSE: CAT) (the "Company"),
announced today the commencement of offers to exchange its
outstanding medium-term notes as set forth in the table below
(collectively, the "Existing Notes") for a combination of a new
issue of the Company's Medium-Term Notes, Series H due 2021 (the
"New Notes") and cash (the "Exchange Offers").
The purpose of the Exchange Offers is to reduce the weighted
average cost of debt for the Company by refinancing Existing Notes
with New Notes at a lower coupon than the respective coupons
applicable to all series of the Existing Notes and extend the
maturity of the debt obligations associated with the Existing Notes
during a time of favorable market conditions.
The Exchange Offers are being conducted by the Company upon the
terms and subject to the conditions set forth in a confidential
offering memorandum, dated September 7,
2016 (the "Confidential Offering Memorandum"), and the
related letter of transmittal (the "Letter of Transmittal").
The Exchange Offers are only being made to, and copies of the
offering documents will only be made available to, a holder of
Existing Notes that has certified its status as (1) a person in
the United States who is a
"qualified institutional buyer" as defined in Rule 144A under the
Securities Act of 1933, as amended (the "Securities Act"), or (2) a
person outside the United States
who is not a "U.S. person," as that term is defined in Rule 902
under the Securities Act, and, in each case, if resident and/or
located in any member state of which has implemented provisions of
the EU Prospectus Directive (each, a "Relevant Member State"), who
has also certified that it is a "qualified investor" as defined in
Article 2(1)(e) of the EU Prospectus Directive (each, an "Eligible
Holder"). "EU Prospectus Directive" means the European Union's
Directive 2003/71/EC (as amended, including pursuant to Directive
2010/73/EU) as implemented in the Relevant Member State. The
Confidential Offering Memorandum is not a prospectus for the
purposes of the EU Prospectus Directive, and the Exchange Offers
will only be made pursuant to an exemption under the EU Prospectus
Directive from the requirement to produce a prospectus in
connection with offers of the New Notes.
The following table sets forth the Existing Notes that are
subject to the Exchange Offers:
Fixed
Principal Spread Early Reference
CUSIP Title of Amount (basis Participation New Notes U.S. Treasury
Number Security Outstanding points) Premium Component Security
Medium-Term
Notes, Series
F, 5.85% Notes 0.625% due
14912L3K5 due 2017 $400,000,000 5 $30 in cash $800 August 31, 2017
Medium-Term
Notes, Series
F, 5.45% Notes 0.75% due August
14912L3U3 due 2018 $750,000,000 5 $30 in cash $1,000 31, 2018
Medium-Term
Notes, Series
F, 7.05% Notes 0.75% due August
14912L4D0 due 2018 $550,000,000 20 $30 in cash $950 31, 2018
Upon the terms and subject to the conditions of the Exchange
Offers set forth in the Confidential Offering Memorandum, the
Company is making three separate exchange offers to Eligible
Holders to exchange any and all of the Company's outstanding (1)
Medium-Term Notes, Series F, 5.85% Notes due 2017, (2) Medium-Term
Notes, Series F, 5.45% Notes due 2018 and (3) Medium-Term Notes,
Series F, 7.05% Notes due 2018 for the New Notes and cash.
The total exchange price for the Existing Notes will be based on
a fixed-spread pricing formula using the bid-side yield applicable
on the applicable Reference U.S. Treasury Security set forth in the
table above and the applicable fixed spread set forth in the table
above, and will be calculated at 11:00
a.m., New York City time,
on September 21, 2016, unless the
early participation date (as described below) is extended by more
than two full business days, in which case a new date and time may
be established with respect to the Exchange Offers, and will be
paid in a combination of New Notes and cash in an aggregate
principal amount determined as set forth in the Confidential
Offering Memorandum. The total exchange price will include an early
participation premium in an amount set forth on the cover of the
Confidential Offering Memorandum payable in cash only to Eligible
Holders who validly tender and who do not validly withdraw their
Existing Notes prior to the early participation date of
5:00 p.m., New York City time, on September 20, 2016, subject to any extension by
the Company.
The New Notes will mature on October 1,
2021 and will bear interest at a rate per annum equal to the
sum of (i) the bid-side yield on the 1.125% U.S. Treasury Security
due August 31, 2021 ("5-Year
Treasury") (based on the bid-side price indicated on the Bloomberg
reference page PX 1 at such date and time) and (ii) .70/% (70 basis
points). The New Notes constitute a part of a series of the
Company's debt securities designated as Medium-Term Notes, Series
H.
The Exchange Offers will expire at 11:59
p.m., New York City time,
on October 4, 2016, unless extended
by the Company. Tenders of Existing Notes in the Exchange Offers
may be validly withdrawn at any time prior to 5:00 p.m., New York
City time, on September 20,
2016, subject to extension by the Company, but not
thereafter, except in certain limited circumstances where
additional withdrawal rights are required by law.
The Exchange Offers are subject to certain conditions, including
(i) the condition that the Company receives valid tenders that are
not validly withdrawn of enough Existing Notes so that at least
$250,000,000 aggregate principal
amount of New Notes will be issued in exchange for Existing Notes,
(ii) the condition that the combination of the yield of the New
Notes and the total exchange price or exchange price for the
applicable series of Existing Notes would result in the New Notes
and such Existing Notes not being treated as "substantially
different" under the Accounting Standards Codification Subtopic
470-50 (Modifications and Extinguishments) and (iii) with respect
to any Existing Notes validly tendered pursuant to any Exchange
Offer that will be exchanged on the final settlement date, the
condition that the Company determines that the New Notes to be
issued on the final settlement date in such Exchange Offer will be
treated as part of the same issue as the New Notes, if any, issued
on the early settlement date for U.S. federal income tax purposes
pursuant to specified tests.
The New Notes have not been registered under the Securities Act
or any state securities laws. Therefore, the New Notes may not be
offered or sold in the United
States absent registration or an applicable exemption from
the registration requirements of the Securities Act and any
applicable state securities laws. The Company will enter into a
registration rights agreement with respect to the New Notes.
Documents relating to the Exchange Offers will only be
distributed to holders of the Existing Notes that complete and
return a letter of eligibility confirming that they are Eligible
Holders. Holders of the Existing Notes that desire a copy of the
eligibility letter may contact D.F.
King & Co., Inc., the information agent for the Exchange
Offers, by calling toll-free (888) 540-8597 or collect (232)
269-5550 (banks and brokerage firms) or e-mailing cat@dfking.com.
Holders of the Existing Notes may also complete and submit a letter
of eligibility online at http://www.dfking.com/cat.
This press release is not an offer to
sell or a solicitation of an offer to buy any security. The
Exchange Offers are being made solely pursuant to the Confidential
Offering Memorandum and related Letter of Transmittal and only to
such persons and in such jurisdictions as is permitted under
applicable law.
This press release contains certain statements that may be
considered "forward-looking statements" as that term is defined in
the Private Securities Litigation Reform Act of 1995. These
statements may relate to future events or the Company's future
financial performance, which may involve known and unknown risks
and uncertainties and other factors that may cause the Company's
actual results, levels of activity, performance or achievement to
be materially different from those expressed or implied by any
forward-looking statements. Forward-looking statements give current
expectations or forecasts of future events about the Company. You
may identify these statements by the fact that they do not relate
to historical or current facts and may use words such as
"believes," "expects," "estimates," "anticipates," "will,"
"should," "plan," "project," "intend," "could" and similar words or
phrases. These statements are only predictions.
About Caterpillar Financial Services Corporation
Caterpillar Financial Services Corporation is a wholly owned
finance subsidiary of Caterpillar Inc. The Company's primary
business is to provide retail and wholesale financing alternatives
for Caterpillar Inc. products to customers and dealers around the
world. Retail financing is primarily comprised of financing of
Caterpillar Inc. equipment, machinery and engines. In addition, the
Company also provides financing for vehicles, power generation
facilities and marine vessels that, in most cases, incorporate
Caterpillar Inc. products. The Company also provide wholesale
financing to Caterpillar Inc. dealers and purchase short-term
dealer receivables from Caterpillar Inc. The various financing
plans that the Company offers are primarily designed to increase
the opportunity for sales of Caterpillar Inc. products and generate
financing income for the Company. A significant portion of the
Company's activities is conducted in North America. However, the Company has
additional offices and subsidiaries in Asia-Pacific, Europe and Latin
America. The Company has more than 30 years of experience in
providing financing for Caterpillar Inc. products, contributing to
the Company's knowledge of asset values, industry trends, product
structuring and customer needs.
CONTACT: Rachel Potts, Global
Government & Corporate Affairs, 309-675-6892,
Potts_Rachel_A@cat.com
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