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Published on 6/9/2017 in the Prospect News Convertibles Daily.

New Issue: Bayer sells €1 billion 0.05% bonds exchangeable for Covestro shares at 105.25% of par

By Stephanie N. Rotondo

Seattle, June 9 – Bayer AG priced €1 billion of 0.05% exchangeable bonds due 2020 at 105.25% of par, the company said in a press release.

The bonds are exchangeable into Covestro AG common stock at an initial exchange price of €80.93 a share.

That represents an initial conversion premium of 28.5% over Covestro’s June 7 closing share price of €63.00.

Barclays and Morgan Stanley & Co. LLC are the joint bookrunners.

Bayer has the option to settle the bonds in cash, Covestro shares or a combination of both.

Bayer conducted the offering as part of its efforts to reduce its direct holdings in Covestro. Alongside the bond offering, the company also sold 17.25 million of Covestro’s stock, reducing its stake in the company to 44.8% from 53.3%.

Bayer is a Leverkusen, Germany-based pharmaceutical and chemical company. Covestro was spun off from Bayer in 2015.

Issuer:Bayer AG
Securities:Exchangeable bonds for Covestro AG shares
Amount:€1 billion
Maturity:2020
Bookrunners:Barclays and Morgan Stanley & Co. LLC
Coupon:0.05%
Price:105.25% of par
Conversion premium:28.5%
Conversion price:€80.93
Pricing date:June 7
Stock symbol:ETR: 1COV
Stock price:€63.00 as of June 7 close
Market capitalization:€13.05 billion

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