Issue of Senior Unsecured Notes for $200 million
Pursuant to art. 71 bis of Consob Reg. no 11971/99
Following the announcement made in the press release issued on 18 December 2010, Buzzi Unicem, through its 100% subsidiary RC Lonestar Inc., has successfully completed the new issue of $200 million of Senior Unsecured Notes to lenders in the North American Private Placement market.
Bank of America Merrill Lynch acted as Advisor and Sole Agent on the transaction.
Proceeds from the offering will be applied to the partial payment of the bond issued by the subsidiary Lone Star Industries Inc., due in June 2010.
The US Private Placement issue achieves the objectives of providing Buzzi Unicem with substantial long-term funds at favourable rates, thus further improving the overall debt maturity profile, the liquidity indices and the group’s capital structure.
The Notes are structured in two tranches:
- a first tranche of $170 million, with 5-year average life and final maturity on April 1, 2016 at the fixed annual rate of 4.90% payable semi-annually;
- a second tranche of $30 million with bullet repayment on April 1, 2016, at a floating annual rate equal to 3-month Libor plus 245 basis points payable quarterly.
Buzzi Unicem SpA, as parent to RC Lonestar Inc., is the guarantor of the proper fulfilment of all obligations arising from the Notes issue.
As stated, the above guarantee is granted by Buzzi Unicem SpA to RC Lonestar Inc., based in Wilmington, Delaware (USA), which is fully owned as follows:
- 51.5% through Buzzi Unicem International S.àr.l, based in Luxembourg, a 100% subsidiary of Buzzi Unicem Investimenti S.r.l., based in Casale Monferrato (Italy) which, in turn, is a 100% Buzzi Unicem SpA subsidiary.
- the remaining 48.5% through Dyckerhoff AG, based in Wiesbaden (Germany), directly and indirectly controlled by Buzzi Unicem SpA with a stake of 97.98% of common stock.
Against Buzzi Unicem’s consolidated net debt of €1,209.3 million at end of last year, long-term debt rises as a result of the new USPP (based on the exchange rate at December 31, 2009) from €1,511.9 million to €1,650.7 million while cash and equivalents increase from €697.0 million to €835.8 million, assuming unchanged short-term debt and other financial assets.
Given the economic conditions and the transaction objectives, no risk should exist in conjunction with potential conflicts of interest with the subsidiary RC Lonestar Inc.
No Buzzi Unicem SpA and/or RC Lonestar Inc. director has personal interests in the transaction and equally, in consequence of the transaction, no change will occur in Buzzi Unicem SpA or its subsidiaries directors’ compensation.
The manager responsible for preparing the company’s financial reports, Silvio Picca, declares, pursuant to paragraph 2 of Article 154 bis of the Consolidated Law on Finance, that the accounting information contained in this press release corresponds to the document results, books and accounting records.
Investor Relations Assistant
Phone +39 0142 416 404