Issuer Solvay Finance SA
Ticker SOLBBB
Guarantor Solvay SA
Country FR
Industry Chemicals
Instrument rating Moody’s Ba1 neg. / S&P BBB- CW neg.
Expected rating
post-closing Moody's Ba1 neg. / S&P [BB sta.]
Instrument rating
Currency EUR
Instrument Perp NC5.5 | Perp NC8.5
Size €500MM WNG | €500MM WNG
IPTs 5.375% area | 6.125% area
Call Dates 2 June 2021 | 3 June 2024
(First Call Date), | (First Call Date),
2 June 2026 and then every | 3 June 2029 and then every
payment date thereafter | payment date thereafter
Interest Payments Until first call date: | Until first call date:
[ ]% fixed | [ ]% fixed
payable annually in arrear | payable annually in arrear
Thereafter: reset every | Thereafter: reset every
5 years to a new fixed | 5 years to a new fixed
rate of € 5-year mid-swaps | rate of € 5-year mid-swaps
+ initial credit spread + | + initial credit spread +
relevant step-ups | relevant step-ups
Coupon 2 June 2016 (Short First) | 3 June 2016 (Short First)
Payment Dates then Annually on 2 June | then Annually on 3 June
Step-ups 25 bp in 2026 and an | 25 bp in 2029 and an
additional 75 bp in 2041 | additionnal 75 bp in 2044
Settlement date 2 December 2015
Interest Deferral At the Issuer’s option on any interest payment date;
cash cumulative and compounding; Intention (but no legal
obligation) to settle deferred interest after 5 years
Payment Pusher Mandatory payment of deferred interest upon, inter alia,
payment on parity or junior securities, except where
such payment was itself mandatory under the terms of the
junior or parity securities or parity security repurchases
below par
Early Redemption At 101% until first call date, par thereafter in case
Provisions of Acquisition Event, Tax Deductibility, Rating Methodology
Event, Accounting Event
At par in case of Change of Control Event, Gross-up Event
or if less than 10% of initial principal amount
is outstanding
CoC AGM Approval 75 bp compensation applies with retroactive effect from the
compensation Issue Date if CoC clause is not approved at Solvay’s AGM
CoC Step-Up 500 bp if a Change of Control AND Rating Downgrade occur
and the Bonds are not called
Acquisition Event 101% optional issuer call if within 6 months after the
issue date (1) the issuer has not completed the acquisition
of Cytec Industries Inc. and (2) Solvay has publicly
announced that it no longer intends
to pursue such acquisition
Exchange / Exchange/variation in lieu of early redemptions,
Variation subject to certain conditions, including that the terms
of the exchange / variation not being prejudicial to
interest of bondholders
Use of Proceeds Finance the acquisition of Cytec Industries Inc.
and General Corporate Purposes
Ranking Deeply subordinated, pari passu with other outstanding
hybrids, senior to equity
Equity Credit Both Moody’s and S&P expected to assign
50% equity credit to the hybrid instrument
(Moody’s: for life, S&P: until first call date)
Instruments to be accounted for as equity under IFRS
Documentation RegS, Standalone
Denomination €100,000+€1,000
Listing Luxembourg
Governing Law English law, except for subordination of the Bonds under
French Law and subordination of the guarantee under
Belgian Law
Structuring Credit Suisse, Morgan Stanley
Advisors
Global Coordinators Credit Suisse (B&D), Morgan Stanley, HSBC
Joint Bookrunners Credit Suisse, Morgan Stanley, HSBC,
BNP Paribas, Commerzbank (passive), ING
5Y CDS Senior 84 bps
Emissioni già presenti sul mercato:
SOLBBB 4.199 05/29/49€ PERPETUAL CALL 05/12/
[email protected] YTCall: 4.30%
SOLBBB 5.425 11/29/49€ PERPETUAL CALL 11/12/
[email protected] YTCall: 5.40%