Schmolz + Bickenbach begins change-of-control offer for 5 5/8% notes

Chicago, Feb. 6 – Schmolz + Bickenbach AG began a tender offer for Schmolz + Bickenbach Luxembourg Finance SA’s €350 million 5 5/8% senior secured notes (ISINs: DE000A19FW97, DE000A19F329) due 2022, according to a notice.

The deadline for the offer is 11 a.m. ET on March 13.

The notes will be repurchased at 101 plus accrued interest up to, but not including, March 31, the payment date.

The tender offer is being made as a change-of-control offer.

As of Jan. 8, Martin Haefner holds directly or indirectly 49.6% of the outstanding shares of the parent, triggering the change of control condition.

The issuer will potentially redeem any remaining notes.

Bigpoint Holding AG, a company controlled by Martin Haefner, will provide the funds to the issuer necessary to fully redeem any outstanding notes not validly tendered on or before March 31 if €300 million or more notes are validly tendered.

If less than €300 million of the notes are validly tendered, commitments under the redemption facility from Bigpoint will not be available to fully redeem the notes. The issuer may still redeem the notes, but currently has no other committed sources of funding to do so.

Lucid Issuer Services Ltd. is the tender agent (+44 20 7704 0880, sb@lucid-is.com).

Schmolz + Bickenbach is a Lucerne, Switzerland-based steel producer.

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