PRICING OF €300 MILLION SENIOR SECURED FIXED RATE NOTES DUE 2031 AND €470 MILLION SENIOR SECURED FLOATING RATE NOTES DUE 2031 BY F.I.S. – FABBRICA ITALIANA SINTETICI S.P.A.
F.I.S. – Fabbrica Italiana Sintetici S.p.A.(the “Issuer”) announced today the pricing of the offering (the “Offering”) of its Senior Secured Fixed Rate Notes due 2031 for anaggregate principal amount of €300 million (the “Fixed Rate Notes”) and Senior Secured Floating Rate Notes due 2031 for an aggregate principal amount of €470 million (the “Floating Rate Notes” and, together with the Fixed Rate Notes, the “Notes”). The Fixed Rate Notes will be issued at an issue price of 100% of the nominal amount thereof and will bear interest at a rate equal to 5.250% per annum. The Floating Rate Notes will be issued at an issue price of 100% of the nominal amount thereof and will bear interest at a rate equal to three-month EURIBOR (subject to a 0% floor) plus 3.250% per annum, reset quarterly.
The proceeds from the Offering are expected to be used, together with cash on hand at such time, to (i) redeem in full the Issuer’s €350.0 million aggregate principal amount of its 5.625% Sustainability Linked Senior Secured Rate Notes due 2027 (the “Existing 2022 Notes”) and the Issuer’s €50.0 million aggregate principal amount of its Sustainability-Linked Senior Secured Floating Rate Notes due 2027 (the “Existing 2023 Notes” and, together with the Existing 2022 Notes, the “Existing Notes”) including any accrued and unpaid interest thereon, the applicable step-up premium and additional amounts, if any (ii) repay in full and cancel the indebtedness incurred under a €53.1 million convertible (convertendo) bond issued by the Issuer, including any accrued and unpaid interest thereon, (iii) fund up to €331.9 million of distributions to the direct and indirect shareholders of the Issuer in one or more tranches, from time to time following the issue date of the Notes, with any remaining portion expected to be used for general corporate purposes, including strategic acquisitions on an opportunistic basis and (iv) pay fees, expenses and taxes in connection with, among others, the Offering.
The issuance and settlement of the Notes is expected to occur on February 5, 2026, subject to customary closing conditions.
Application has been made for the Notes to be listed on the Official List of the Luxembourg Stock Exchange and admitted to trading on the Euro MTF market thereof.
In addition, as of the date hereof, Molecule (BC) Bidco S.p.A. (the “Parent”), the direct parent company of the Issuer, currently plans to issue up to €230.0 million aggregate principal amount of privately placed floating rate PIK toggle notes which are expected to mature not less than six months after the maturity of the Notes (the “PIK Notes”) to repay, together with cash to be made available by the Issuer (and derived primarily from the repayment of the F.I.S. Convertible Bond), the entire outstanding aggregate principal amount of a vendor loan made available to the Parent on December 12, 2023, (the “Vendor Loan”), including any accrued but unpaid interest thereon. Unless and until any PIK Notes are issued, the amount of Vendor Loan will remain in place. As of the date hereof, the Parent is currently in discussions in respect of such issuance and has not received any written commitments from investors to purchase the PIK Notes.
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This press release may constitute a public disclosure of inside information by F.I.S. – Fabbrica Italiana SinteticiS.p.A. under Regulation (EU) 596/2014, as subsequently amended, and any relevant implementing rules and regulations.
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Cautionary Statements
There can be no assurance that the Offering will be completed.
This press release is for information purposes only and does not constitute any offer to sell or the solicitation of an offer to buy any security in the United States or in any other jurisdiction. The Notes have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the “Securities Act”), or applicable state or foreign securities laws and may not be offered or sold in the United States without registration under federal or applicable state securities laws or an applicable exemption from such registration requirements. The Notes will be offered (a) in the United States to “qualified institutional buyers” as defined in Rule 144A under the Securities Act and (b) outside the United States (i) in an offshore transaction in accordance with Regulation S under the Securities Act, (ii) if resident in a Member State of the European Economic Area, to “qualified investors” within the meaning of Article 2(e) of Regulation 2017/1129/EU and amendments thereto (the “Prospectus Regulation”) and any relevant implementing measure in each Member State of the European Economic Area and (iii) if a resident of the United Kingdom (“U.K.”), only if they are not a U.K. “retail investor,” meaning a person who is not a professional client as defined in point (8) of Article 2(1) of Regulation (EU) No 600/2014 as it forms part of domestic law by virtue of the European Union (Withdrawal) Act 2018.
This press release does not constitute an offer to the public in Italy of financial products, as defined under Article 1, paragraph 1, letter (t) of legislative decree of February 24, 1998, no. 58, as amended. The Notes cannot be offered, sold or delivered, directly or indirectly, in Italy either on the primary or on the secondary market to any natural persons nor to entities other than qualified investors (investitori qualificati) as referred to in Article 2, paragraph (e), of the Prospectus Regulation or unless in any circumstances which are exempt from the rules on public offerings pursuant to Article 1 of the Prospectus Regulation and the implementing regulations issued by the CommissioneNazionale per le Società e la Borsa, the Italian securities and financial markets regulator (“CONSOB”), including Article 34-ter, paragraph 1 of CONSOB Regulation no. 11971 of May 14, 1999, as amended, and the applicable Italian laws and regulations.
This press release is for informational purposes only and does not constitute and shall not, in any circumstances, constitute a public offering or an invitation to the public in connection with any offer within the meaning of the Prospectus Regulation. The Offering will be made pursuant to an exemption under the Public Offers and Admissions to Trading Regulations 2024 and the Prospectus Regulation, from the requirement to produce a prospectus for offers of securities.
This press release is only being distributed to, and is only directed at, persons in the United Kingdom that (i) are “investment professionals” falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (as amended, the “Order”), (ii) are persons falling within Article 49(2)(a) to (d) (“high net worth companies, unincorporated associations, etc.”) of the Order, or (iii) are persons to whom an invitation or inducement to engage in investment activity (within the meaning of section 21 of the Financial Services and Markets Act 2000) in connection with the issue or sale of any securities may otherwise lawfully be communicated or caused to be communicated (all such persons together being referred to as “Relevant Persons”). This press release is directed only at Relevant Persons and must not be acted on or relied upon by persons who are not Relevant Persons. Any investment or investment activity to which this document relates is available only to Relevant Persons and will be engaged in only with Relevant Persons.
The offering memorandum prepared in connection with the Offering has not been and will not be approved by the U.S. Securities and Exchange Commission, CONSOB, the Financial Conduct Authority or any other competent authority.
This press release does not constitute a conditional notice of redemption in respect of any notes, including the Existing Notes.
Information to Distributors
Manufacturer target market (MIFID II product governance; U.K. MiFIR product governance) is eligible counterparties and professional clients only (all distribution channels). No PRIIPs or U.K. PRIIPs key information document (KID) has been prepared as not available to retail investors in EEA or the U.K., respectively.
Forward Looking Statements
This press release may include forward-looking statements within the meaning of the securities laws of certain applicable jurisdictions. These forward-looking statements include, but are not limited to, all statements other than statements of historical facts, including, without limitation, those regarding the Issuer and its subsidiaries (the “Group”)’ future financial position and results of operations, their strategies, plans, objectives, goals and targets, future developments in the markets in which the Group participates or is seeking to participate or anticipated regulatory changes in the markets in which the Group operates or intends to operate. In some cases, you can identify forward-looking statements by terminology such as “aim,” “anticipate,” “believe,” “continue,” “could,” “estimate,” “expect,” “forecast,” “guidance,” “intend,” “may,” “plan,” “potential,” “predict,” “projected,” “should” or “will” or the negative of such terms or other comparable terminology.
By their nature, forward-looking statements involve known and unknown risks, uncertainties and other factors because they relate to events and depend on circumstances that may or may not occur in the future. We caution you that forward-looking statements are not guarantees of future performance and are based on numerous assumptions. Our actual results of operations, including our financial condition and liquidity and the development of the industries in which we operate, may differ materially from (and be more negative than) those made in, or suggested by, the forward-looking statements contained in this press release. In addition, even if our results of operations, including our financial condition and liquidity and the development of the industry in which we operate, are consistent with the forward-looking statements contained in this press release, those results or developments may not be indicative of results or developments in subsequent periods.