Leonardo accepts no more tenders after earlier upsize to $300 million

New York, Dec. 14 – Leonardo SpA said that it accepted no further tenders of the two series of notes covered by its offer to purchase because the $300 million cap had already been reached.

The company was originally tendering for up to $200 million of the $275,062,000 of outstanding 7 3/8% guaranteed notes due 2039 and the $456,699,000 of outstanding 6¼% guaranteed notes due 2040 issued by Leonardo US Holding, Inc.

On Nov. 30, after the early deadline of 5 p.m. ET on Nov. 29 had passed, it increased the cap to $300 million.

At that point it said it had received tenders for $182,015,000 of the 7 3/8% notes and $329,402,000 of the 6¼% notes.

It accepted 57.5317% of the tenders for each series, or $106,126,000 of the 7 3/8% notes and $193,874,000 of the 6¼% notes.

On Thursday the company said the offer expired and no further notes were accepted for purchase.

Leonardo announced the tender on Nov. 15 and said it would also redeem all of Leonardo US Holding’s $434,188,000 of outstanding 6¼% guaranteed notes due 2019.

The transactions are intended to reduce the company’s gross debt and interest expense, according to a news release.

As previously announced, in the tender, Leonardo was offering $1,295.00 per $1,000 principal amount of the 7 3/8% notes and $1,190.00 per $1,000 principal amount of the 6¼% notes.

Both prices include an early tender premium of $50.00 per $1,000 that was only paid for notes submitted by the early deadline of 5 p.m. ET on Nov. 29.

The tender ended at 11:59 p.m. ET on Dec. 13.

Leonardo will also pay accrued interest up to but excluding the settlement date, which was Dec. 4 for early tenders.

Notes tendered before the early deadline had priority over those tendered after.

Citigroup Global Markets Ltd. (800 558-3745, 212 723-6106, +44 20 7986 8969 or liabilitymanagement.europe@citi.com) HSBC Bank plc (888 HSBC-4LM, 212 525-5552, +44 20 7992 6237 or liability.management@hsbcib.com), Merrill Lynch International (888 292-0070, 980 388-3646, +44 20 7996 5420 or dg.lm_emea@baml.com) and Morgan Stanley & Co. (800 624-1808 or 212 761-1057) are joint lead dealer managers. Barclays, JPMorgan, Goldman Sachs & Co. LLC, MUFG and NatWest Markets are co-dealer managers.

D.F. King & Co., Inc. (leonardo@dfking.com, 212 269-5550, 800 859-8508 or +44 20 7920 9700) is information agent and tender agent.

Leonardo will redeem its 6¼% notes due 2019 on Dec. 15 at a make-whole price to be calculated using a Treasury rate plus 45 basis points. It will also pay accrued interest to the redemption date.

The redemption price will be $1,087.80 per $1,000 principal amount, which includes $26.04 per $1,000 of accrued interest.

Leonardo US Holdings was formerly known as Meccanica Holdings USA, Inc. while Leonardo SpA was formerly Finmeccanica SpA.

Leonardo is a Rome-based aerospace, defense and security company.

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