Liability Management Exercise
AMCO ANNOUNCES A LIABILITY MANAGEMENT EXERCISE IN RELATION TO THE SENIOR PREFERRED UNSECURED NOTES DUE 17 JULY 2023 WITH A NOMINAL VALUE OF EUR 1,250,000,000
Milan, 30 January 2023 – AMCO S.p.A. (“AMCO” or the “Company“) announces the launch of a liability management exercise in relation to its euro denominated senior preferred unsecured notes due 17 July 2023 with ISIN XS2206380573, which have an outstanding nominal amount of EUR 1,250,000,000 (the “Notes“), to invite holders of the Notes (“Noteholders“) to tender their Notes for purchase by the Company for cash up to the maximum acceptance amount of EUR 400,000,000 (the “Invitation“) on the terms and subject to the conditions, including the offer and distribution restrictions, set out in the tender offer memorandum dated 30 January 2023 prepared for the Invitation (the “Tender Offer Memorandum“), which is available from the https://projects.morrowsodali.com/amco (the “Invitation Website“) (subject to registration and eligibility confirmation and the offer and distributions restrictions), operated by the Information and Tender Agent for the purpose of the Invitation.
Specifically, AMCO will pay for Notes validly tendered and accepted by it for purchase at a fixed purchase price of 99.600 per cent. of the principal amount of each Note accepted by it for purchase (being EUR 996.00 per EUR 1,000 in principal amount of such Notes). AMCO will also pay accrued interest in respect of each Note accepted for purchase up to (but excluding) the settlement date of the Invitation.
AMCO proposes to announce its intention to issue new debt securities (the “New Notes“) under its €6,000,000,000 Euro Medium Term Note Programme, subject to market conditions, and any such issuance would be announced in accordance with customary new issue processes in due course. Whether AMCO will accept for purchase any Notes validly tendered in the Invitation is subject, without limitation, to the successful completion (in the determination of AMCO) of the issue of the New Notes (the “New Notes Condition“). If the New Notes Condition is not satisfied, AMCO reserves the right (at its sole discretion) to waive it and proceed with the Invitation.
The purpose of the liability management exercise and issuance of the New Notes is to allow AMCO to optimise its financial structure and to lengthen its debt maturity profile.
The terms and conditions of the Invitation, including offer and distribution restrictions, are fully described in the relevant transaction documentation made available to the holders of the Notes. Noteholders who are eligible to participate in the Invitation are advised to carefully read the terms and conditions outlined in the Tender Offer Memorandum. Announcements in connection with the Invitation will be made, to the extent provided in the Tender Offer Memorandum, in accordance with applicable law and by an announcement on the website of the Luxembourg Stock Exchange (www.LuxSE.com) and/or by the delivery of notices to the clearing systems for communication to direct participants. Copies of all such announcements and notices can also be obtained from the Invitation Website. Noteholders who wish to participate in the Invitation should consider intermediaries’ timelines for the delivery of tender instructions and the deadlines as described in the Tender Offer Memorandum.
AMCO has appointed Morgan Stanley & Co. International plc, Société Générale and UniCredit Bank AG to act as joint dealer managers (the “Joint Dealer Managers”), and Morrow Sodali Ltd to act as information and tender agent (the “Information and Tender Agent”) in relation to the Invitation.
Clifford Chance and White & Case are acting as legal advisors to AMCO and to the Joint Dealer Managers respectively.
