Brussels, Belgium – May 31, 2024 - 8:30 CEST
Syensqo SA (the “Company”) announces the pricing of the offering of $600 million aggregate principal amount of 5.650% notes due 2029 at an issue price of 99.978%, and $600 million aggregate principal amount of 5.850% notes due 2034 at an issue price of 99.850% (together, the “Notes”), on May 30, 2024.
The Notes will be issued by the Company’s wholly-owned subsidiary, Solvay Finance (America), LLC (the “Issuer”), and guaranteed by the Company. Notes are being offered in a private offering to qualified institutional buyers pursuant to Rule 144A under the Securities Act of 1933, as amended (the “Securities Act”) and outside the United States to non-U.S. persons (within the meaning of Regulation S under the Securities Act).
The Issuer will pay interest on the Notes semi-annually in arrears on June 4 and December 4 of each year, commencing on December 4, 2024. The Notes due 2029 will mature on June 4, 2029, and the Notes due 2034 will mature on June 4, 2034 unless earlier repurchased or redeemed by the Company.
Proceeds of the offering will be used for general corporate purposes, including the repayment of the bridge loan facility set up by Syensqo at the end of 2023 in relation to the demerger from Solvay.
The offer and sale of the Notes have not been, and will not be, registered under the US Securities Act of 1933, and the notes may not be offered or sold in the United States absent registration or an applicable exemption from registration requirements. This press release does not constitute an offer to sell, or the solicitation of an offer to buy, the Notes nor will there be any sale of the notes in any state or other jurisdiction in which such offer, sale or solicitation would be unlawful.
In member states of the EEA, this announcement is directed only at persons who are "qualified investors" within the meaning of Regulation (EU) 2017/1129 (the "Prospectus Regulation"). This communication is being distributed to, and is directed only at, persons in the United Kingdom in circumstances where section 21(1) of FSMA does not apply. This press release does not constitute a prospectus within the meaning of the Prospectus Regulation or an offer to the public. The distribution of this press release into certain jurisdictions may be restricted by law. Persons into whose possession this announcement comes should inform themselves about and observe any such restrictions. Any failure to comply with these restrictions may constitute a violation of the laws of any such jurisdiction.
This press release may contain forward-looking information. Forward-looking statements describe expectations, plans, strategies, goals, future events or intentions. The achievement of forward-looking statements contained in this press release is subject to risks and uncertainties relating to a number of factors, including general economic factors, interest rate and foreign currency exchange rate fluctuations, changing market conditions, product competition, the nature of product development, impact of acquisitions and divestitures, restructurings, products withdrawals, regulatory approval processes, all-in scenario of R&I projects and other unusual items. Consequently, actual results or future events may differ materially from those expressed or implied by such forward-looking statements. Should known or unknown risks or uncertainties materialize, or should our assumptions prove inaccurate, actual results could vary materially from those anticipated. The Company undertakes no obligation to publicly update or revise any forward-looking statements.
Syensqo is a science company developing groundbreaking solutions that enhance the way we live, work, travel and play. Inspired by the scientific councils which Ernest Solvay initiated in 1911, we bring great minds together to push the limits of science and innovation for the benefit of our customers, with a diverse, global team of more than 13,000 associates.
Our solutions contribute to safer, cleaner, and more sustainable products found in homes, food and consumer goods, planes, cars, batteries, smart devices and health care applications. Our innovation power enables us to deliver on the ambition of a circular technologies that advance humanity.