Syngenta capped tender offers oversubscribed by early deadline

By Marisa Wong

Los Angeles, July 14 – Syngenta AG announced the early tender results of its June 29 maximum tender offers for two series of notes issued by wholly owned subsidiary Syngenta Finance NV.

As of 5 p.m. ET on July 13, the early tender date, the $737,525,000 maximum purchase amount has been reached, according to a Thursday press release.

Holders had tendered a total of $1,111,313,000 of notes as of the early tender date, consisting of the following, with the notes listed in order of acceptance priority level:

• $664,265,000 of the $1 billion outstanding 5.182% senior notes due April 24, 2028 (Cusips: 87164KAC8, N84413CG1) with a Jan. 24, 2028 par call date for a total consideration of $1,010 per $1,000 principal amount; and

• $447,048,000 of the $750 million outstanding 4.892% senior notes due April 24, 2025 (Cusips: 87164KAG9, N84413CL0) and a Feb. 24, 2025 par call date for a total consideration of $1,005 per $1,000 principal amount.

Syngenta expects to accept for purchase all 2028 notes tendered by the early deadline, the full $664,265,000, and to accept the early tendered 2025 notes using a proration factor of 20.198%, which amounts to $73.26 million.

Settlement of the early tendered notes accepted for purchase is expected to occur on July 18.

The total considerations include an early tender payment of $50 per $1,000 of notes tendered by the early deadline.

Holders will also receive accrued interest to but excluding the settlement date.

As previously reported, Syngenta had updated pricing on July 6 to be fixed considerations instead of considerations based on a benchmark Treasury with a fixed spread.

The capped offers are set to expire at 11:59 p.m. ET on July 27, but because the maximum purchase amount has been reached, the issuer does not expect to accept for purchase any notes tendered after the early deadline.

Any-and-all offers

As previously reported, the cap for the maximum tender offers is equal to $1 billion principal amount of notes minus the amount tendered in the concurrent any-and-all offers. Syngenta had also launched on June 29 an offer to purchase any and all of the outstanding notes from two other series issued by Syngenta Finance.

The cap was calculated assuming that all notes tendered under guaranteed delivery procedures in the any-and-all offer are actually delivered under those procedures, according to an announcement on Wednesday.

As of 5 p.m. ET on July 12, the expiration of the any-and-all offers, holders had tendered the following amounts:

• $253,346,000 of the $405.67 million outstanding 5.676% senior notes due April 24, 2048 (Cusips: 87164KAJ3, N84413CN6) with a first par call date on Oct. 24, 2047 for $1,010 per $1,000 principal amount; and

• $9,129,000 of the $29,234,000 outstanding 4.375% senior notes due March 28, 2042 (Cusip: 87164KAB0) for $882.50 per $1,000 principal amount.

The $262,475,000 aggregate principal amount of notes tendered under the any-and-all offers includes $400,000 tendered under guaranteed delivery procedures.

Tenders under guaranteed delivery procedures are due by 5 p.m. ET on July 14.

The issuer said it expects to accept for purchase all of the tendered notes. Settlement is expected to occur on July 15.

Details

The purpose of the tender offers is to proactively manage the issuer’s debt portfolio, to reduce its future interest expense and to provide liquidity to holders, as previously noted.

BofA Securities Europe SA (888 292-0070, 980 387-3907, +33 1 87 70 10 57, DG.LM-EMEA@bofa.com) and Goldman Sachs Bank Europe SE (+44 20 7774 4836, liabilitymanagement.eu@gs.com) are the dealer managers.

D.F. King & Co., Inc. (888 602-1958, 212 269-5550, syngenta@dfking.com) is the information and tender agent for the offer.

The agribusiness company is based in Basel, Switzerland.

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