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Published on 9/8/2016 in the Prospect News High Yield Daily.

New Issue: Schaeffler sells upsized €3.59 billion equivalent secured PIK toggle notes in six parts

By Paul A. Harris

Portland, Ore., Sept. 8 – IHO Verwaltungs GmbH priced an upsized €3.59 billion equivalent of senior secured PIK toggle notes (Ba1/B+) in six tranches on Thursday, according to a syndicate source.

The deal, which was upsized from €2.5 billion equivalent, featured €2.25 billion of euro-denominated notes in three tranches.

A €750 million tranche of five-year notes priced at par to yield 2¾%. The cash coupon is 2¾%. The PIK coupon is 3½%. The yield printed at the tight end of the 2¾% to 3% yield talk.

A €750 million tranche of seven-year notes priced at par to yield 3¼%. The cash coupon is 3¼%. The PIK coupon is 4%. The yield printed at the tight end of the 3¼% to 3½% yield talk.

A €750 million tranche of 10-year notes priced at par to yield 3¾%. The cash coupon is 3¾%. The PIK coupon is 4½%. The yield printed at the tight end of the 3¾% to 4% yield talk.

The transaction also included $1.5 billion of dollar-denominated notes in three tranches. All three tranches saw notes coming with yields that were 12.5 basis points inside of yield talk.

A $500 million tranche of five-year notes priced at par to yield 4 1/8%. The cash coupon is 4 1/8%. The PIK coupon is 4 7/8%. The yield talk was 4¼% to 4½%.

A $500 million tranche of seven-year notes priced at par to yield 4½%. The cash coupon is 4½%. The PIK coupon is 5¼%. The yield talk was 4 5/8% to 4 7/8%.

A $500 million tranche of 10-year notes priced at par to yield 4¾%. The cash coupon is 4¾%. The PIK coupon is 5½%. The yield talk was in the 5% area.

Global coordinator Citigroup will bill and deliver for the dollar-denominated notes.

Global coordinator Deutsche Bank will bill and deliver for the euro-denominated notes.

BofA Merrill Lynch and HSBC were bookrunners.

Pending registration, the company is named Schaeffler Verwaltung Zwei GmbH.

The Herzogenaurach, Germany-based supplier of automotive and industrial components plans to use the proceeds to repay IHO Holding bonds, including the make-whole premium, and partially prepay the Schaeffler AG loan note.

Issuer:IHO Verwaltungs GmBH (currently named Schaeffler Verwaltungs Zwei GmbH)
Amount:€3.59 billion equivalent, increased from €2.5 billion equivalent
Securities:Senior secured PIK toggle notes
Trade date:Sept. 8
Settlement date:Sept. 22
Ratings:Moody’s: Ba1
S&P: B+
Distribution:Rule 144A and Regulation S
Marketing:Roadshow
Euro-denominated notes
Amount:€2.25 billion
Global coordinators:Deutsche Bank (bill and deliver), Citigroup
Joint bookrunners:BofA Merrill Lynch, HSBC
Euro five-year notes
Amount:€750 million
Maturity:Sept. 15, 2021
Cash coupon:2¾%
PIK coupon:3½%
Price:Par
Yield:2¾%
First call:Sept. 15, 2018 at 101.375
Price talk:2¾% to 3%
Euro seven-year notes
Amount:€750 million
Maturity:Sept. 15, 2023
Cash coupon:3¼%
PIK coupon:3¾%
Price:Par
Yield:3¼%
First call:Sept. 15, 2019 at 101.625
Price talk:3¼% to 3½%
Euro 10-year notes
Amount:€750 million
Maturity:Sept. 15, 2026
Cash coupon:3¾%
PIK coupon:4½%
Price:Par
Yield:3¾%
First call:Sept. 15, 2021 at 101.875
Dollar-denominated notes
Amount:$1.5 billion
Global coordinators:Citigroup (bill and deliver), Deutsche Bank
Joint bookrunners:BofA Merrill Lynch, HSBC
Dollar five-year notes
Amount:$500 million
Maturity:Sept. 15, 2021
Cash coupon:4 1/8%
PIK coupon:4 7/8%
Price:Par
Yield:4 1/8%
First call:Sept. 15, 2018 at 102.063
Price talk:4¼% to 4½%
Dollar seven-year notes
Amount:$500 million
Maturity:Sept. 15, 2023
Cash coupon:4½%
PIK coupon:5¼%
Price:Par
Yield:4½%
First call:Sept. 15, 2019 at 102.25
Price talk:4 5/8% to 4 7/8%
Dollar 10-year notes
Amount:$500 million
Maturity:Sept. 15, 2026
Cash coupon:4¾%
PIK coupon:5½%
Price:Par
Yield:4¾%
First call:Sept. 15, 2021 at 102.375
Price talk:5% area

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