NASHVILLE, Tennessee,
September 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withdrawn as of the Early Participation Date exceed the amount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exchange and not validly withdrawn as of the Early Participation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:
Principal Principal Amount
CUSIP Title of Amount Tendered and Accepted as of Early
Number Security Outstanding Participation Date
Medium-Term Notes, Series F,
14912L3K5 5.85% Notes due 2017 $400,000,000 $38,306,000
Medium-Term Notes, Series F,
14912L3U3 5.45% Notes due 2018 $750,000,000 $205,396,000
Medium-Term Notes, Series F,
14912L4D0 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.
Fixed
Bloomberg Spread
Principal Amount Reference U.S. Reference (basis
CUSIP Number Title of Security Outstanding Treasury Security Page points)
Medium-Term
Notes, Series F,
5.85% Notes due 0.625% due
14912L3K5 2017 $400,000,000 August 31, 2017 PX3 5
Medium-Term
Notes, Series F,
5.45% Notes due 0.75% due
14912L3U3 2018 $750,000,000 August 31, 2018 PX1 5
Medium-Term
Notes, Series F,
7.05% Notes due 0.75% due
14912L4D0 2018 $550,000,000 August 31, 2018 PX1 20
(table continued)
Composition of Total Exchange
Price
Early Total
Participation New Notes Cash Exchange
CUSIP Number Title of Security Premium Component Component Price
Medium-Term
Notes, Series F,
5.85% Notes due
14912L3K5 2017 $30 in cash $800 $217.24 $1,047.24
Medium-Term
Notes, Series F,
5.45% Notes due
14912L3U3 2018 $30 in cash $1,000 $40.69 $1,070.69
Medium-Term
Notes, Series F,
7.05% Notes due
14912L4D0 2018 $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.
CONTACT: Rachel Potts, Global
Government & Corporate Affairs, +1-309-675-6892,
Potts_Rachel_A@cat.com
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