NASHVILLE, Tenn., Sept. 21, 2016 /PRNewswire/ -- Caterpillar
Financial Services Corporation, a wholly owned subsidiary of
Caterpillar Inc. (NYSE: CAT) (the "Company"), announced today the
results, as of 5 p.m. EDT
September 20, 2016 (the "Early
Participation Date"), and the determination of the pricing terms of
its previously announced private offers to exchange certain of its
outstanding medium-term notes (collectively, the "Existing Notes")
for a combination of a new issue of the Company's Medium-Term
Notes, Series H, 1.931% Notes due 2021 (the "New Notes") and cash
(the "Exchange Offers").
Early Results
Based on information provided by
D.F. King & Co., Inc., the
exchange agent for the Exchange Offers, the condition that the
aggregate principal amount of Existing Notes validly tendered for
exchange and not validly withdrawn as of the Early Participation
Date exceed the amount required for the issuance of at least
$250 million aggregate principal
amount of New Notes has been satisfied.
In accordance with the terms and conditions of the Exchange
Offers, the Company will accept any and all of the $380,850,000 aggregate principal amount of (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 that were validly tendered for
exchange and not validly withdrawn as of the Early Participation
Date. The Company expects to deliver New Notes and cash in exchange
for such accepted Existing Notes on September 26, 2016 (the "Early Settlement Date"),
subject to satisfaction or waiver of the conditions to the
Exchange Offers and in accordance with the other terms and
conditions disclosed in the Company's confidential offering
memorandum dated September 7, 2016
(the "Confidential Offering Memorandum").
The following table indicates, among other things, the principal
amount of Existing Notes validly tendered and accepted for exchange
as of the Early Participation
Date:
CUSIP
Number
|
Title
of
Security
|
Principal
Amount
Outstanding
|
Principal
Amount
Tendered and
Accepted as of Early
Participation
Date
|
14912L3K5
|
Medium-Term Notes,
Series F, 5.85% Notes due 2017
|
$400,000,000
|
$38,306,000
|
14912L3U3
|
Medium-Term Notes,
Series F, 5.45% Notes due 2018
|
$750,000,000
|
$205,396,000
|
14912L4D0
|
Medium-Term Notes,
Series F, 7.05% Notes due 2018
|
$550,000,000
|
$137,148,000
|
Pricing Terms
The pricing terms were determined as of
11 a.m. EDT, on September 21, 2016 (the "Price Determination
Date") in accordance with the terms set out in the Confidential
Offering Memorandum and the related letter of transmittal (the
"Letter of Transmittal").
The total exchange price to be received in each Exchange Offer
for each $1,000 principal amount of
Existing Notes validly tendered, and not validly withdrawn, prior
to the Early Participation Date is set forth in the table below.
The total exchange price for the Existing Notes was determined
based on a fixed-spread pricing formula using the bid-side yield on
the applicable Reference U.S. Treasury Security set forth in the
table below and the applicable fixed spread set forth in the table
below, 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 includes
an early participation premium of $30
payable in cash only to Eligible Holders who have validly tendered
and who have not validly withdrawn their Existing Notes prior to
the Early Participation Date.
The table below shows the total exchange price and composition
of total exchange price per $1,000
principal amount of each series of Existing Notes accepted in the
Exchange Offers.
|
|
|
|
|
|
Composition of
Total Exchange Price
|
|
CUSIP
Number
|
Title of
Security
|
Principal
Amount
Outstanding
|
Reference U.S.
Treasury Security
|
Bloomberg
Reference
Page
|
Fixed
Spread
(basis
points)
|
Early
Participation
Premium
|
New Notes
Component
|
Cash
Component
|
Total
Exchange
Price
|
14912L3K5
|
Medium-Term Notes,
Series F, 5.85% Notes due 2017
|
$400,000,000
|
0.625% due
August 31, 2017
|
PX3
|
5
|
$30 in
cash
|
$800
|
$217.24
|
$1,047.24
|
14912L3U3
|
Medium-Term Notes,
Series F, 5.45% Notes due 2018
|
$750,000,000
|
0.75% due
August 31, 2018
|
PX1
|
5
|
$30 in
cash
|
$1,000
|
$40.69
|
$1,070.69
|
14912L4D0
|
Medium-Term Notes,
Series F, 7.05% Notes due 2018
|
$550,000,000
|
0.75% due
August 31, 2018
|
PX1
|
20
|
$30 in
cash
|
$950
|
$140.17
|
$1,120.17
|
In addition to the total exchange price or exchange price, as
applicable, holders whose Existing Notes are accepted for exchange
will be paid accrued and unpaid interest on such Existing Notes to,
but not including, the applicable settlement date, described
below.
The New Notes will bear interest at a rate per annum of 1.931%,
which is equal to the sum of (1) the bid-side yield on the 1.125%
U.S. Treasury Security due August 31,
2021 (based on the bid-side price indicated on the Bloomberg
reference page PX1) on the Price Determination Date, which was
1.231%, and (2) 0.70% (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 are being conducted by the Company upon the
terms and subject to the conditions set forth in the Confidential
Offering Memorandum and the related 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 Exchange Offers will expire at 11:59
p.m. EDT on October 4, 2016
(the "Expiration Date"), unless extended by the Company. In
accordance with the terms of the Exchange Offers, tendered Existing
Notes may no longer be withdrawn, except in certain limited
circumstances where additional withdrawal rights are required by
law. The Company will accept for exchange on October 6, 2016 all Existing Notes validly
tendered at any time prior to the Expiration Date that are not
validly withdrawn and that are not exchanged on the Early
Settlement Date, unless the Expiration Date is earlier terminated
or extended by the Company, and subject to satisfaction or waiver
of the conditions to the Exchange Offers and in accordance with the
other terms and conditions disclosed in the Confidential Offering
Memorandum.
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
provides 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.
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SOURCE Caterpillar Financial Services Corporation