Constellium launches ordinary shares and notes offerings
(Thomson Reuters ONE) -
AMSTERDAM, The Netherlands, Oct. 30, 2017 (GLOBE NEWSWIRE) -- Constellium N.V.
(NYSE:CSTM) (Euronext Paris:CSTM) ("Constellium") announced today the
commencement of proposed public offerings of its Class A ordinary shares, U.S.
dollar denominated senior unsecured notes due 2026 and euro denominated senior
unsecured notes due 2026, in each case subject to market and other conditions
and as further described below.
Equity Offering
Constellium expects to offer 22,000,000 newly issued Class A ordinary shares
("ordinary shares") in an underwritten public offering (the "Equity Offering").
Constellium also expects to grant the underwriters in the Equity Offering a 30-
day option to purchase up to an additional 3,300,000 ordinary shares at the
public offering price, less the underwriting discount.
Notes Offering
Constellium also announced today that it intends to offer, subject to market and
other conditions (the "Notes Offering" and, together with the Equity Offering,
the "Offerings"), approximately $450 million of U.S. dollar denominated senior
unsecured notes due 2026 (the "Dollar Notes") and approximately ?400 million of
euro denominated senior unsecured notes due 2026 (the "Euro Notes" and, together
with the Dollar Notes, the "Notes").
Use of Proceeds
The Equity Offering and the Notes Offering are being conducted as separate
offerings. Neither Offering is contingent upon the other. Constellium will
receive the proceeds from its direct sale of shares of its common stock in the
Equity Offering and the sale of the notes in the Notes Offering, less, in each
case, estimated underwriting discounts and commissions and estimated offering
expenses. Constellium expects to use the net proceeds from the Offerings,
together with cash on hand, to repurchase pursuant to tender offers (the "Tender
Offers"), and/or redeem, satisfy and discharge in accordance with the applicable
indentures, all of its outstanding 7.875% Senior Secured Notes due 2021, 7.00%
Senior Notes due 2023, and 8.00% Senior Notes due 2023 (collectively, the
"Tender Offer Notes"). Constellium intends to use the remaining net proceeds,
if any, from the Offerings for general corporate purposes. There can be no
assurance that Constellium will successfully complete the Offerings on the terms
described herein or at all.
Important Additional Information
Credit Suisse and Deutsche Bank Securities are acting as lead joint book-running
managers for the Equity Offering. In addition, BofA Merrill Lynch, BNP Paribas,
Goldman Sachs & Co. LLC and J.P. Morgan are acting as joint book-running
managers and Barclays, BMO Capital Markets, Citigroup, HSBC and Morgan Stanley
are acting as co-managers for the Equity Offering. Deutsche Bank Securities and
Credit Suisse are acting as joint bookrunners for the Dollar Notes and the Euro
Notes. BofA Merrill Lynch, Goldman Sachs & Co. LLC, J.P. Morgan and Wells Fargo
Securities are acting as joint bookrunners and BNP Paribas, Barclays, Citigroup
and HSBC are acting as co-managers for the Dollar Notes. Barclays, BNP Paribas,
CM-CIC Market Solutions and HSBC are acting as joint bookrunners and BofA Merill
Lynch, Goldman Sachs & Co. LLC, J.P. Morgan and Société Générale are acting as
co-managers for the Euro Notes. Wachtell, Lipton, Rosen & Katz is acting as
legal counsel to Constellium and Latham & Watkins LLP is acting as legal counsel
to the joint bookrunners in connection with the Equity Offering and the Notes
Offering.
A registration statement relating to the ordinary shares has been filed with the
U.S. Securities and Exchange Commission and has become effective. Before you
invest, you should read the prospectus in the registration statement, the
related prospectus supplement and the other documents that Constellium has filed
with the SEC for more complete information about Constellium and the Equity
Offering. You may obtain the preliminary prospectus supplement for the offering,
the registration statement and the other documents for free by visiting EDGAR on
the SEC's website located at www.sec.gov. Copies of the preliminary prospectus
supplement and accompanying prospectus may also be obtained from the offices of
Credit Suisse Securities (USA) LLC, Attention: Credit Suisse Prospectus
Department, One Madison Avenue, New York, NY 10010, by telephone: 800-221-1037
or by email at newyork.prospectus(at)credit-suisse.com.
The Notes will be offered and sold to qualified institutional buyers in the
United States pursuant to Rule 144A and outside the United States pursuant to
Regulation S under the Securities Act of 1933, as amended (the "Securities
Act"). The Notes have not been registered under the Securities Act or any state
securities laws and may not be offered or sold in the United States absent
registration or an applicable exemption from the registration requirements of
the Securities Act and applicable state laws.
This press release shall not constitute an offer to sell or a solicitation of an
offer to purchase the ordinary shares, the Notes or any other securities, shall
not constitute an offer, solicitation or sale in any state or jurisdiction in
which such an offer, solicitation or sale would be unlawful, and shall not
constitute a notice of redemption of the Notes.
In relation to each member state of the European Economic Area which has
implemented the 2003/71/EC directive as amended (the "Prospectus Directive")
(each a "Relevant Member State"), an offer to the public of the ordinary shares
offered in the offering has not been made and will not be made in that Relevant
Member State, except that an offer in that Relevant Member State of the ordinary
shares may be made at any time to any legal entity which is a qualified investor
as defined in the Prospectus Directive, if the qualified investor prospectus
exemption has been implemented in that Relevant Member State and provided that
no such offer shall result in a requirement for the publication of a prospectus
in that Member State.
About Constellium
Constellium (NYSE:CSTM) (Euronext Paris:CSTM) is a global sector leader that
develops innovative, value added aluminium products for a broad scope of markets
and applications, including aerospace, automotive and packaging. Constellium
generated ?4.7 billion of revenue in 2016.
Forward-looking Statements
Certain statements contained in this press release may constitute forward-
looking statements within the meaning of the Private Securities Litigation
Reform Act of 1995, as amended. This press release may contain "forward looking
statements" with respect to the Equity Offering, the Notes Offering, the Tender
Offers, the redemption of the Tender Offer Notes, our business, results of
operations and financial condition, and our expectations or beliefs concerning
future events and conditions. You can identify forward-looking statements
because they contain words such as, but not limited to, "believes," "expects,"
"may," "should," "approximately," "anticipates," "estimates," "intends,"
"plans," "targets," likely," "will," "would," "could" and similar expressions
(or the negative of these terminologies or expressions). All forward-looking
statements involve risks and uncertainties. Many risks and uncertainties are
inherent in our industry and markets. Others are more specific to our business
and operations. These risks and uncertainties include, but are not limited to,
the ability of Constellium and Wise Metals to achieve expected synergies and the
timing thereof, Constellium's increased levels of indebtedness which could limit
Constellium's operating flexibility and opportunities; the potential failure to
retain key employees, the loss of customers, suppliers and other business
relationships; disruptions to business operations; slower or lower than expected
growth in the North American market for Body-in-White aluminium rolled products,
and other risk factors set forth under the heading "Risk Factors" in our Annual
Report on Form 20-F and our registration statement on Form F-3, filed on October
30, 2017, and as described from time to time in subsequent reports filed with
the U.S. Securities and Exchange Commission. The occurrence of the events
described and the achievement of the expected results depend on many events,
some or all of which are not predictable or within our control. Consequently,
actual results may differ materially from the forward-looking statements
contained in this press release. We undertake no obligation to update or revise
any forward-looking statement as a result of new information, future events or
otherwise, except as required by law.
Ryan Wentling - Investor Relations
Phone: +1 (212) 675-5450
Investor-relations(at)constellium.com
Delphine Dahan-Kocher - Communications
Phone: +1 (212) 858 9963
delphine.dahan-kocher(at)constellium.com
This announcement is distributed by Nasdaq Corporate Solutions on behalf of Nasdaq Corporate Solutions clients.
The issuer of this announcement warrants that they are solely responsible for the content, accuracy and originality of the information contained therein.
Source: Constellium Paris via GlobeNewswire
Unternehmensinformation / Kurzprofil:
Datum: 30.10.2017 - 23:25 Uhr
Sprache: Deutsch
News-ID 565886
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contact information:
Town:
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Kategorie:
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