Bekaert to buy €300 million 0.75% convertibles in reverse bookbuilding

By Susanna Moon

Chicago, May 19 – NV Bekaert SA said it has begun a reverse bookbuilding to repurchase its €300 million 0.75% convertible bonds due 2018.

Bekaert plans to price €250 million of senior convertible bonds due June 2021 with a €130 million greenshoe, with the issue possibly based on the amount of 0.75% convertibles repurchased under the concurrent offer, according to a company announcement.

The company said it reserves the right not to proceed with the convertibles issue and the concurrent repurchase if Bekaert has not received repurchase offers for at least 50% of the outstanding convertibles.

Holders who tender their convertibles will receive a cash amount equal to the closing price of the outstanding bonds prior to the launch of the offer, adjusted for variations in the stock price, plus a tender premium, the release said.

The company also will pay accrued interest to but excluding the settlement date of June 14.

Repurchased bonds will be canceled.

Under the note terms, the notes are callable in whole but not in part at par plus accrued interest if at least 85% of the issued bonds have been purchased or redeemed.

The company also is soliciting consents so that, if the 50% threshold is met but not the 85% needed to call the notes, the company will hold a meeting on June 9 to align the definition of material subsidiary between the new bonds and the outstanding bonds, the release noted.

Specifically, holders will be asked to amend the definition of material subsidiary contained in the note terms in order to allow the company to carve the intended Bridon-Bekaert Ropes Group out so that the definition mirrors the definition of material subsidiary in the new bonds.

Holders who tender their convertibles in the reverse bookbuilding will be deemed to have voted in favor of the proposed amendment at the meeting.

The repurchase is not open to any persons located or resident in the United States or that are otherwise U.S. persons under Regulation S.

Bekaert is a Kortrijk, Belgium-based company that specializes in steel wire transformation and coatings.

© 2015 Prospect News.
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