Clarios Completes Private Offering of $500 Million 6.750% Senior Secured Notes Due 2025
MILWAUKEE, WI, May 20, 2020 — Clarios Global LP (“Clarios” or the “Company”) announced today that it and Clarios US Finance Company, Inc. (together with the Company, the “Issuers”) have successfully completed an offering of $500 million in aggregate principal amount of 6.750% senior secured notes due 2025 (the “Notes”) at an issue price of 100.000%. The net proceeds from the offering of the Notes will be used for general corporate purposes. Following the closing of the offering of the Notes, Clarios has improved its liquidity position to approximately $1.7 billion.
The Notes are guaranteed by Clarios International LP, which owns all of the equity interests of the Issuers, and each of the Company’s subsidiaries that are guarantors under the Company’s credit agreements.
The Notes have not been and will not be registered under the Securities Act of 1933, as amended (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 registration under the Securities Act and applicable state securities laws. The Notes were offered in the United States only to persons reasonably believed to be qualified institutional buyers pursuant to Rule 144A under the Securities Act and outside the United States to non-U.S. persons pursuant to Regulation S under the Securities Act. The Notes have not been and will not be qualified for distribution by prospectus under the securities laws of any province or territory of Canada and may only be offered, sold or subsequently transferred to a purchaser in Canada, pursuant to an exemption from the prospectus requirements of Canadian securities laws.
This news release shall not constitute an offer to sell or the solicitation of an offer to sell or the solicitation of an offer to buy any securities, nor shall there be any sale of securities, in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction.
About Clarios: Clarios is a world leader in advanced energy storage solutions. We partner with our customers to meet increasing market demand for smarter applications, on a global scale. Our 16,000 employees develop, manufacture and distribute a portfolio of evolving battery technologies for virtually every type of vehicle. Technologies that deliver uniquely sustainable, next-generation performance, and bring reliability, safety and comfort to everyday lives. We add value at every link in the supply chain, contributing to the progress of the communities we serve and the planet we all share. As a 2020 signatory of the United Nations Global Compact, Clarios is committed to aligning our strategies and operations with universal principles focused on human rights, labor, environment and anti-corruption. Clarios is a subsidiary of Brookfield Business Partners, a business services and industrials company focused on owning and operating high-quality businesses that benefit from barriers to entry and/or low production costs.
Forward-looking Statements: This news release may contain forward-looking statements, including, but not limited to, the Company’s financing plans, including the offering of Notes and the details thereof and the use of proceeds therefrom. Forward-looking statements may generally be identified by the use of the words “anticipates,” “expects,” “intends,” “plans,” “should,” “could,” “would,” “may,” “will,” “believes,” “estimates,” “potential,” “target,” or “continue” and variations or similar expressions. These statements are based upon the current expectations and beliefs of management and are subject to certain risks and uncertainties that could cause actual results to differ materially from those described in the forward-looking statements. These risks and uncertainties include, but are not limited to, the impact of the current pandemic health event resulting from the novel coronavirus (COVID-19), and risks and uncertainties discussed in the offering memorandum related to the Notes. Readers are cautioned not to place undue reliance on any of these forward-looking statements. These forward-looking statements speak only as of the date hereof. Clarios undertakes no obligation to update any of these forward-looking statements to reflect events or circumstances after the date of this news release or to reflect actual outcomes, unless required by law.