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Published on 8/10/2012 in the Prospect News Investment Grade Daily and Prospect News Liability Management Daily.

Caterpillar gives early results for exchange offers for debentures, notes

By Jennifer Chiou

New York, Aug. 10 - Caterpillar Inc. announced the results thus far of separate exchange offers for seven series of its outstanding debentures and senior notes.

As announced, Caterpillar is offering a combination of new debentures due 2042 and cash for the old securities, which are listed in the table below with the early tender results.

Specifically, the company is offering to exchange for cash and new debentures any and all of its outstanding 7.375% debentures due 2097, 6.95% debentures due 2042, 8.25% debentures due 2038, 7.3% debentures due 2031 and 6.625% senior debentures due 2028. These five exchange offers are, collectively, the any and all offers.

The company then plans to exchange for cash and new debentures an amount of 5.2% senior notes due 2041 not to exceed the difference between $2 billion and the total principal amount of securities tendered in the any and all offers.

At the early deadline, Caterpillar said that it has exceeded the amount required for the issuance of at least $250 million aggregate principal amount of the new debentures, thus satisfying that condition.

The company said it intends to settle early tenders for the any and all offers on Aug. 15.

Conditions, pricing

If the amount of 2041 senior notes tendered plus the amount of debentures tendered in the any and all offers does not exceed the $2 billion maximum offers limit, the company will then exchange for new debentures an amount of 6.05% debentures due 2036 such that the total amount of securities tendered in all seven exchange offers does not exceed the cap.

The total exchange price for the old securities was based on the bid-side yield on the U.S. Treasury 3.125% notes due Feb. 15, 2042 and certain fixed spreads. The exchange price was calculated at 10 a.m. ET on Aug. 10 and can be found in the table below.

The new debentures will mature on Aug. 15, 2042 and will bear interest at 3.803%, a rate equal to the bid-side yield on the U.S. Treasury 3.125% notes due Feb. 15, 2042 plus 110 basis points.

The total exchange price also includes an early participation premium of $30.00, payable in cash to holders who tender prior to 5 p.m. ET on Aug. 9. The early tender deadline was also the withdrawal deadline.

The exchange offers will expire at 11:59 p.m. ET on Aug. 23. They launched on July 27.

D.F. King & Co., Inc. (800 714-3312 or, for banks and brokers, 212 493-6996, or e-mail cat@dfking.com) is the information agent.

Caterpillar is a heavy equipment manufacturer based in Peoria, Ill.

Early results

SecurityOutstanding amountEarly tendersAcceptance priority
7.375% debentures due 2097$300 million$53,885,000N/A
6.95% debentures due 2042$250 million$89,988,000N/A
8.25% debentures due 2038$250 million$184,796,000N/A
7.3% debentures due 2031$350 million$107,774,000N/A
6.625% senior debentures due 2028$300 million$106,665,000N/A
5.2% senior notes due 2041$1.25 billion$491,045,0001
6.05% debentures due 2036$750 million$289.94 million2
Exchange price
SecurityTotal exchange priceNew debenturesCash component
7.375% debentures due 2097$1,595.97$1,545.97$20
6.95% debentures due 2042$1,594.60$1,364.60$200
8.25% debentures due 2038$1,773.25$1,683.25$60
7.3% debentures due 2031$1,536.03$1,396.03$110
6.625% senior debentures due 2028$1,408.63$1,258.63$120
5.2% senior notes due 2041$1,263.43$1,063.43$170
6.05% debentures due 2036$1,400.60$1,370.60None

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