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Published on 9/9/2015 in the Prospect News Convertibles Daily.

New Issue: SGL Carbon sells €167 million five-year convertibles at 3.5%, up 30%

By Rebecca Melvin

New York, Sept. 9 – SGL Carbon SE launched and priced €167 million of five -year convertible notes on Wednesday at par to yield 3.5% with an initial conversion premium of 30% above the volume weighted average price of shares between launch and pricing, according to a company news release.

A €17 million increase option was exercised at the time of pricing the Regulation S offering. The initial deal base size was €150 million.

Pricing came at the rich end of talk, which was for a 3.5% to 4.25% coupon and a 25% to 30% premium.

The bonds are non-callable until Sept. 30, 2018, and then they are provisionally callable if shares exceed 130% of the conversion price.

The issuer’s principal shareholders had indicated interest in subscribing for up to 55% of the bond issue.

The company plans to list the bonds on the Frankfurt Stock Exchange after the deal settles Sept. 14.

Proceeds will be used to refinance all or part of the company’s existing 3.5% convertible notes due 2016, of which €134.9 million is outstanding. Proceeds will also be for general corporate purposes.

The repurchase price for the existing bonds is 102.

Commerzbank AG and Credit Suisse Securities (Europe) Ltd. are acting as global coordinators and joint bookrunners of the offering and bond repurchase offer. Societe Generale CIB is also a joint bookrunner and deal manager, and Landesbank Baden-Wurttemberg is acting as co-lead manager.

Weisbaden, Germany-based SGL is a manufacturer of carbon, graphite and composite materials.

Issuer:SGL Carbon SE
Issue:Convertible unsecured notes
Amount:€167 million
Maturity:Sept. 30, 2020
Bookrunners:Commerzbank AG, Credit Suisse Securities (Europe) Ltd., Societe Generale CIB
Co-lead manager:Landesbank Baden-Wurttemberg
Coupon:3.5%
Price:Par
Yield:3.5%
Conversion premium:30%
Conversion price:€18.6451
Calls:Non-callable until Sept. 30, 2018, then provisionally callable subject to a 130% price trigger
Price talk:3.5%-4.25%, up 25%-30%
Pricing date:Sept. 9
Settlement date:Sept. 14
Distribution:Regulation S
Listing:Frankfurt Stock Exchange
Stock symbol:Xetra: SGL
Stock reference price:€14.3424

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