NOT FOR DISTRIBUTION IN OR INTO OR TO ANY PERSON LOCATED OR RESIDENT IN THE UNITED STATES, ITS TERRITORIES AND POSSESSIONS (INCLUDING PUERTO RICO, THE U.S. VIRGIN ISLANDS, GUAM, AMERICAN SAMOA, WAKE ISLAND AND THE NORTHERN MARIANA ISLANDS), ANY STATE OF THE UNITED STATES OR THE DISTRICT OF COLUMBIA OR TO ANY U.S. PERSON.London, November 28, 2019CNH Industrial N.V. (NYSE: CNHI /MI: CNHI ) (CNH Industrial or the Guarantor) together with its subsidiary CNH Industrial Finance Europe S.A. a public limited liability company (société anonyme) incorporated and existing under the laws of the Grand Duchy of Luxembourg, having its registered office at 24, boulevard Royal, L-2449 Luxembourg, Grand Duchy of Luxembourg and registered with the Luxembourg Register of Commerce and Companies under number B-155849 (the Company) hereby announce the Company’s invitation to eligible holders (subject to the offer restrictions referred to below) of the Company’s €700,000,000 2.875 per cent. Notes due 27 September 2021 guaranteed by the Guarantor (ISIN: XS1114452060), of which €431,555,000 remain outstanding (the 2021 Notes), the Company’s outstanding €500,000,000 1.375 per cent. Notes due 23 May 2022 guaranteed by CNH Industrial (ISIN: XS1616917800) (the 2022 Notes) and the Company’s outstanding €500,000,000 2.875 per cent. Notes due 17 May 2023 guaranteed by CNH Industrial (ISIN: XS1412424662) (the 2023 Notes and, together with the 2021 Notes and the 2022 Notes, the Existing Notes) to tender their Existing Notes for purchase by the Company for cash (the Offers and each an Offer).
The Offers are made on the terms and subject to the conditions set out in the tender offer memorandum dated 28 November 2019 (the Tender Offer Memorandum).Copies of the Tender Offer Memorandum are (subject to distribution restrictions) available from the Tender Agent as set out below.  Capitalised terms used in this announcement but not defined have the meanings given to them in the Tender Offer Memorandum.*     The terms and conditions of the 2022 Notes provide for an Issuer Maturity Par Call, exercisable at the option of the Issuer, at €1,000 per €1,000 in nominal amount of the 2022 Notes from (and including) 23 February 2022.**    For information purposes only, the 2021 Purchase Price determined in the manner described in the Tender Offer Memorandum, will be 105.169 per cent., if the Settlement Date is 10 December 2019. Should the Settlement Date be postponed, the 2021 Purchase Price will be recalculated and will be announced as provided in the Tender Offer Memorandum.***  For information purposes only, the 2022 Purchase Price determined in the manner described in “The Offers – Purchase Prices” below, will be 103.035 per cent., if the Settlement Date is 10 December 2019. Should the Settlement Date be postponed, the 2022 Purchase Price will be recalculated and will be announced as provided in the Tender Offer Memorandum. For the avoidance of doubt and in accordance with market convention, the Purchase Price in respect of the 2022 Notes will be calculated with reference to the first date on which the Company may exercise the Issuer Maturity Par Call in accordance with the terms and conditions of the 2022 Notes, being 23 February 2022, and assuming the full payment of principal on such date.**** The Company reserves the right, in its sole and absolute discretion and for any reason, to significantly increase or decrease the Maximum Acceptance Amount and/or to accept significantly less than or more than the Maximum Acceptance Amount (or not to accept any Notes) for purchase pursuant to any Offer.Rationale for the OffersThe Company is making the Offers as a way of managing the CNH Industrial group’s financial liabilities and cost of debt financing.  The Company will use cash on hand and borrowings under its existing credit facilities to fund the Offers. The Company’s intention is to cancel, on or around the Settlement Date, all of the Existing Notes that have been accepted for purchase pursuant to the Offers.Purchase Price and Accrued InterestThe Company will pay, for the 2021 Notes, 2022 Notes and 2023 Notes accepted by it for purchase pursuant to the relevant Offer, a price (the relevant Purchase Price, expressed as a percentage and rounded to the third decimal place, with 0.0005 being rounded upwards) as described below and as detailed further in the Tender Offer Memorandum.The Purchase Price in respect of the 2021 Notes (the 2021 Purchase Price) shall be determined in the manner described in this Tender Offer Memorandum by reference to a yield of 0 per cent. (the 2021 Purchase Yield).  The 2021 Purchase Price will be determined in accordance with market convention and expressed as a percentage of the nominal amount of the 2021 Notes, and is intended to reflect a yield to maturity of the 2021 Notes on the Settlement Date equal to the 2021 Purchase Yield (assuming the full payment of principal on such date). Specifically, the 2021 Purchase Price will equal (a) the value of all remaining payments of principal and interest on the 2021 Notes up to and including the scheduled maturity date of the 2021 Notes, minus (b) the relevant Accrued Interest.The Purchase Price in respect of the 2022 Notes (the 2022 Purchase Price) shall be determined in the manner described in the Tender Offer Memorandum by reference to a yield of 0 per cent. (the 2022 Purchase Yield).  The 2022 Purchase Price will be determined in accordance with market convention and expressed as a percentage of the nominal amount of the 2022 Notes, and is intended to reflect a yield to the first date on which the Company may exercise the Issuer Maturity Par Call under the terms of the 2022 Notes, being 23 February 2022 (assuming the full payment of principal on such date) on the Settlement Date equal to the 2022 Purchase Yield. The Purchase Price in respect of the 2023 Notes (the 2023 Purchase Price) shall be determined at or around 1.00 p.m. (CET) (the Pricing Time) on 6 December 2019 (the Pricing Date) in the manner described in the Tender Offer Memorandum by reference to a yield (such yield, the 2023 Purchase Yield and, together with the 2021 Purchase Yield and the 2022 Purchase Yield, each a Purchase Yield) calculated as the sum of (a) a purchase spread of 45 bps (the 2023 Purchase Spread) and (b) the Interpolated Mid-Swap Rate.  The 2023 Purchase Price will be determined in accordance with market convention and expressed as a percentage of the nominal amount of the 2023 Notes, and is intended to reflect a yield to maturity of the 2023 Notes on the Settlement Date equal to the 2023 Purchase Yield. The Company will also pay, in relation to each Series of Existing Notes, an Accrued Interest Payment in respect of Existing Notes of such Series accepted for purchase pursuant to the relevant Offer.Maximum Acceptance AmountThe Company proposes to accept valid tenders of Existing Notes for purchase pursuant to the Offers such that the aggregate nominal amount accepted is no greater than an amount (the Maximum Acceptance Amount) equal to €300,000,000.If the Company decides, in its sole and absolute discretion, to accept valid tenders of Existing Notes pursuant to the Offers, it will accept for purchase up to an aggregate nominal amount of Existing Notes equal to the Maximum Acceptance Amount.  The Company will determine the allocation of the nominal amount accepted for purchase pursuant to the Offers between the 2021 Notes, the 2022 Notes and the 2023 Notes in its sole and absolute discretion, and reserves the right to accept significantly more or less (or none) of the Existing Notes of one Series as compared to the other Series of Existing Notes. For the avoidance of doubt, the Company reserves the right to accept, in its sole and absolute discretion, only the 2021 Notes, only the 2022 Notes or only the 2023 Notes.In addition, the Company reserves the right to significantly increase or decrease, in its sole and absolute discretion and for any reason, the Maximum Acceptance Amount at any time, including after the Expiration Deadline.Series Acceptance Amounts and Scaling of OffersSeries Acceptance AmountsIf the Company accepts any Existing Notes of a Series for purchase pursuant to the relevant Offer and the aggregate nominal amount of such Series validly offered for purchase is greater than the final aggregate nominal amount of a Series accepted for purchase (in respect of such Series, the Series Acceptance Amount), the Company intends to accept Existing Notes of such Series for purchase on a pro rata basis in the manner set out under “Scaling of Offers” in the Tender Offer Memorandum, such that the aggregate nominal amount of such Series accepted for purchase pursuant to the relevant Offer is no greater than the relevant Series Acceptance Amount. See further “Scaling of Offers” in the Tender Offer Memorandum.Tender InstructionsIn order to participate in, and be eligible to receive the relevant Purchase Price and relevant Accrued Interest Payment pursuant to, the relevant Offer, Noteholders must validly tender their Existing Notes by delivering, or arranging to have delivered on their behalf, a valid Tender Instruction that is received by the Tender Agent by 5.00 p.m. (CET) on 5 December 2019 (the Expiration Deadline).Tender Instructions will be irrevocable except in the limited circumstances described in the Tender Offer Memorandum.Tender Instructions must be submitted in respect of a nominal amount of Existing Notes of any Series of no less than €100,000, being the minimum denomination of each Series of Existing Notes, and may, in each case, be submitted in integral multiples of €1,000 above €100,000.  A separate Tender Instruction must be completed on behalf of each beneficial owner.The Company is not under any obligation to accept any tender of Existing Notes for purchase pursuant to any Offer.  Tenders of Existing Notes for purchase may be rejected in the sole discretion of the Company for any reason and the Company is not under any obligation to Noteholders to furnish any reason or justification for refusing to accept a tender of Existing Notes for purchase.  For example, tenders of Existing Notes of any Series for purchase may be rejected if the relevant Offer is terminated, if the relevant Offer does not comply with the relevant requirements of a particular jurisdiction or for any other reason.Indicative Timetable for the OffersThe Company may, in its sole discretion, extend, re-open, amend, waive any condition of or terminate any Offer at any time, including in respect of the Maximum Acceptance Amount and/or the Series Acceptance Amount in respect of any Series of Existing Notes (subject to applicable law and as provided in the Tender Offer Memorandum), and the above times and dates are subject to the Company’s right to so extend, re-open, amend and/or terminate any Offer.Noteholders are advised to check with any bank, securities broker or other intermediary through which they hold Existing Notes when such intermediary would need to receive instructions from a Noteholder in order for that Noteholder to be able to participate in, or (in the limited circumstances in which revocation is permitted) revoke their instruction to participate in, the Offers before the deadlines specified above and in the Tender Offer Memorandum. The deadlines set by any such intermediary and each Clearing System for the submission of Tender Instructions will be earlier than the relevant deadlines specified above and in the Tender Offer Memorandum.Unless stated otherwise, announcements in connection with the Offers will be made (i) by publication via the Companies Announcements Office of the Irish Stock Exchange plc, trading as Euronext Dublin (at http://www.ise.ie) and (ii) by the delivery of notices to the Clearing Systems for communication to Direct Participants.  Such announcements may also be made on the relevant Reuters Insider Screen and/or by the issue of a press release to a Notifying News Service.  Copies of all such announcements, press releases and notices can also be obtained upon request from the Tender Agent, the contact details for which are below.  Significant delays may be experienced where notices are delivered to the Clearing Systems and Noteholders are urged to contact the Tender Agent for the relevant announcements during the course of the Offers.  In addition, Noteholders may contact the Dealer Managers for information using the contact details below.Noteholders are advised to read carefully the Tender Offer Memorandum for full details of and information on the procedures for participating in the Offers.BNP Paribas, Deutsche Bank AG, London Branch, Merrill Lynch International and Société Générale  are acting as Dealer Managers for the Offers and Lucid Issuer Services Limited is acting as Tender Agent.Further InformationQuestions and requests for assistance in connection with the Offers may be directed to:Questions and requests for assistance in connection with the delivery of Tender Instructions including requests for a copy of the Tender Offer Memorandum may be directed to the Tender Agent.DISCLAIMER This announcement must be read in conjunction with the Tender Offer Memorandum.  This announcement and the Tender Offer Memorandum contain important information which should be read carefully before any decision is made with respect to an Offer.  If you are in any doubt as to the contents of this announcement or the Tender Offer Memorandum or the action you should take, you are recommended to seek your own financial and legal advice, including as to any tax consequences, immediately from your broker, bank manager, solicitor, accountant or other independent financial or legal adviser.  Any individual or company whose Existing Notes are held on its behalf by a broker, dealer, bank, custodian, trust company or other nominee or intermediary must contact such entity if it wishes to participate in the Offers.  None of the Company, the Guarantor, the Dealer Managers and the Tender Agent, or any of their respective directors, officers, employees, agents or affiliates make any representation or recommendation whatsoever regarding the Offers, or any recommendation as to whether Noteholders should tender Existing Notes in any of the Offers.None of the Dealer Managers, the Tender Agent and any of their respective directors, officers, employees, agents or affiliates assumes any responsibility for the accuracy or completeness of the information concerning the Offers, the Company, any of its affiliates (including the Guarantor) or the Existing Notes contained in this announcement or in the Tender Offer Memorandum. None of the Company, the Guarantor, the Dealer Managers, the Tender Agent and any of their respective directors, officers, employees, agents or affiliates of such person, is acting for any Noteholder, or will be responsible to any Noteholder for providing any protections which would be afforded to its clients or for providing advice in relation to the Offers, and accordingly none of the Dealer Managers, the Tender Agent and any of their respective directors, officers, employees, agents or affiliates assumes any responsibility for any failure by the Company or the Guarantor to disclose information with regard to the Company or the Existing Notes which is material in the context of the Offers and which is not otherwise publicly available.OFFER AND DISTRIBUTION RESTRICTIONSNeither this announcement nor the Tender Offer Memorandum constitutes an offer to buy or the solicitation of an offer to sell Existing Notes (and tenders of Existing Notes in any Offer will not be accepted from Noteholders) in any circumstances in which such offer or solicitation is unlawful.  In those jurisdictions where the securities, blue sky or other laws require the Offers to be made by a licensed broker or dealer and any of the Dealer Managers or any of the Dealer Managers’ respective affiliates is such a licensed broker or dealer in any such jurisdiction, the Offers shall be deemed to be made by such Dealer Manager or affiliate, as the case may be, on behalf of the Company in such jurisdiction.The distribution of this announcement and the Tender Offer Memorandum in certain jurisdictions may be restricted by law.  Persons into whose possession this announcement or the Tender Offer Memorandum comes are required by the Company, the Guarantor, the Dealer Managers and the Tender Agent to inform themselves about, and to observe, any such restrictions.United StatesThe Offers are not being made, and will not be made, directly or indirectly in or into, or by use of the mails of, or by any means or instrumentality of interstate or foreign commerce of or of any facilities of a national securities exchange of, the United States or to any U.S. Person (as defined in Regulation S of the United States Securities Act of 1933, as amended (each a U.S. Person)).  This includes, but is not limited to, facsimile transmission, electronic mail, telex, telephone, the internet and other forms of electronic communication.  Existing Notes may not be tendered in any Offer by any such use, means, instrumentality or facility from or within the United States or by persons located or resident in the United States or by, or by any person acting for the account or benefit of, a U.S. Person.  Accordingly, copies of this announcement, the Tender Offer Memorandum and any other documents or materials relating to any Offer are not being, and must not be, directly or indirectly mailed or otherwise transmitted, distributed or forwarded (including, without limitation, by custodians, nominees or trustees) in or into the United States or to any persons located or resident in the United States or to any U.S. Person.  Any purported tender of Existing Notes in an Offer resulting directly or indirectly from a violation of these restrictions will be invalid and any purported tender of Existing Notes made by, or by any person acting for the account or benefit of, a U.S. Person or by a person located in the United States or any agent, fiduciary or other intermediary acting on a non-discretionary basis for a principal giving instructions from within the United States will be invalid and will not be accepted.Each holder of Existing Notes participating in an Offer will represent that it is not a U.S. Person, it is not located in the United States and is not participating in such Offer from the United States, or it is acting on a non-discretionary basis for a principal located outside the United States that is not giving an order to participate in such Offer from the United States and is not a U.S. Person. For the purposes of this and the above paragraph, United States means the United States of America, its territories and possessions (including Puerto Rico, the U.S. Virgin Islands, Guam, American Samoa, Wake Island and the Northern Mariana Islands), any state of the United States of America and the District of Columbia.ItalyNone of the Offers, this announcement, the Tender Offer Memorandum or any other document or materials relating to any Offer have been or will be submitted to the clearance procedures of the Commissione Nazionale per le Società e la Borsa (CONSOB) pursuant to Italian laws and regulations. Each Offer is being carried out in Italy as an exempted offer pursuant to article 101-bis, paragraph 3-bis of the Legislative Decree No. 58 of 24 February 1998, as amended (the Financial Services Act) and article 35-bis, paragraph 4 of CONSOB Regulation No. 11971 of 14 May 1999, as amended. Holders or beneficial owners of Existing Notes that are resident and/or located in Italy can tender Existing Notes for purchase in the Offers through authorised persons (such as investment firms, banks or financial intermediaries permitted to conduct such activities in the Republic of Italy in accordance with the Financial Services Act, CONSOB Regulation No. 20307 of 15 February 2018, as amended, and Legislative Decree No. 385 of 1 September 1993, as amended) and in compliance with any other applicable laws and regulations and with any requirements imposed by CONSOB and any other Italian authority.Each intermediary must comply with the applicable laws and regulations concerning information duties vis-à-vis its clients in connection with the Existing Notes or the Offers.United KingdomThe communication of this announcement, the Tender Offer Memorandum and any other documents or materials relating to any Offer is not being made and such documents and/or materials have not been approved by an authorised person for the purposes of section 21 of the Financial Services and Markets Act 2000 (FSMA).  Accordingly, this announcement, the Tender Offer Memorandum and such documents and/or materials are not being distributed to, and must not be passed on to, persons in the United Kingdom other than (i) to those persons in the United Kingdom falling within the definition of investment professionals (as defined in Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the Financial Promotion Order)), (ii) to those persons falling within Article 43(2) of the Financial Promotion Order, including existing members and creditors of the Company, (iii) to those persons who are outside the United Kingdom, or (iv) to any other persons to whom it may otherwise lawfully be made under the Financial Promotion Order.FranceThe Offers are not being made, directly or indirectly, to the public in the Republic of France (France).  Neither this announcement, the Tender Offer Memorandum nor any other document or material relating to any Offer has been or shall be distributed to the public in France and only (i) providers of investment services relating to portfolio management for the account of third parties (personnes fournissant le service d’investissement de gestion de portefeuille pour compte de tiers) and/or (ii) qualified investors (investisseurs qualifiés), other than individuals, acting for their own account, all as defined in, and in accordance with, Articles L.411-1, L.411-2 and D.411-1 to D.411-3 of the French Code monétaire et financier, are eligible to participate in any Offer.  This announcement and the Tender Offer Memorandum have not been and will not be submitted for clearance to nor approved by the Autorité des Marchés Financiers.BelgiumThe Offers may not be advertised and the Offers will not be extended, and neither this announcement, the Tender Offer Memorandum nor any other documents or materials relating to the Offers (including any memorandum, information circular, brochure or any similar documents) has been or shall be distributed or made available, directly or indirectly, to any individual in Belgium qualifying as a consumer within the meaning of Article I.1 of the Belgian Code of Economic Law, as amended from time to time.LuxembourgForward-looking statementsAll statements other than statements of historical fact contained in this press release including statements regarding our competitive strengths; business strategy; future financial position or operating results; budgets; projections with respect to revenue, income, earnings (or loss) per share, capital expenditures, dividends, capital structure or other financial items; costs; and plans and objectives of management regarding operations and products, are forward-looking statements. These statements may include terminology such as “may”, “will”, “expect”, “could”, “should”, “intend”, “estimate”, “anticipate”, “believe”, “outlook”, “continue”, “remain”, “on track”, “design”, “target”, “objective”, “goal”, “forecast”, “projection”, “prospects”, “plan”, or similar terminology. Forward-looking statements are not guarantees of future performance. Rather, they are based on current views and assumptions and involve known and unknown risks, uncertainties and other factors, many of which are outside our control and are difficult to predict. If any of these risks and uncertainties materialize or other assumptions underlying any of the forward-looking statements prove to be incorrect, the actual results or developments may differ materially from any future results or developments expressed or implied by the forward-looking statements. Factors, risks and uncertainties that could cause actual results to differ materially from those contemplated by the forward-looking statements include, among others: the many interrelated factors that affect consumer confidence and worldwide demand for capital goods and capital goods-related products; general economic conditions in each of our markets; changes in government policies regarding banking, monetary and fiscal policy; legislation, particularly relating to capital goods-related issues such as agriculture, the environment, debt relief and subsidy program policies, trade and commerce and infrastructure development; government policies on international trade and investment, including sanctions, import quotas, capital controls and tariffs; actions of competitors in the various industries in which we compete; development and use of new technologies and technological difficulties; the interpretation of, or adoption of new, compliance requirements with respect to engine emissions, safety or other aspects of our products; production difficulties, including capacity and supply constraints and excess inventory levels; labor relations; interest rates and currency exchange rates; inflation and deflation; energy prices; prices for agricultural commodities; housing starts and other construction activity; our ability to obtain financing or to refinance existing debt; a decline in the price of used vehicles; the resolution of pending litigation and investigations on a wide range of topics, including dealer and supplier litigation, follow-on private litigation in various jurisdictions after the settlement of the EU antitrust investigation announced on July 19, 2016, intellectual property rights disputes, product warranty and defective product claims, and emissions and/or fuel economy regulatory and contractual issues; our pension plans and other post-employment obligations; political and civil unrest; volatility and deterioration of capital and financial markets, including possible effects of “Brexit”, terror attacks in Europe and elsewhere, our ability to achieve the targets set out in the Strategic Business Plan announced on September 3, 2019 at our Capital Markets Day event; our ability to successfully implement the planned spin-off of the Company’s On-Highway business; and other similar risks and uncertainties and our success in managing the risks involved in the foregoing. Further information concerning factors, risks, and uncertainties that could materially affect the Company’s financial results is included in our annual report on Form 20-F for the year ended December 31, 2018, prepared in accordance with U.S. GAAP and in the Company’s EU Annual Report at December 31, 2018, prepared in accordance with EU-IFRS. Investors should refer to and consider the incorporated information on risks, factors, and uncertainties in addition to the information presented here.Forward-looking statements are based upon assumptions relating to the factors described in the press release, which are sometimes based upon estimates and data received from third parties. Such estimates and data are often revised. Our actual results could differ materially from those anticipated in such forward-looking statements. Forward-looking statements speak only as of the date on which such statements are made, and we undertake no obligation to update or revise publicly our forward-looking statements. Further information concerning CNH Industrial and its businesses, including factors that potentially could materially affect CNH Industrial’s financial results, is included in CNH Industrial’s reports and filings with the U.S. Securities and Exchange Commission (“SEC”), the Autoriteit Financiële Markten (“AFM”) and Commissione Nazionale per le Società e la Borsa (“CONSOB”).All future written and oral forward-looking statements by CNH Industrial or persons acting on the  behalf of CNH Industrial are expressly qualified in their entirety by the cautionary statements contained herein or referred to above.CNH Industrial N.V. (NYSE: CNHI /MI: CNHI) is a global leader in the capital goods sector with established industrial experience, a wide range of products and a worldwide presence. Each of the individual brands belonging to the Company is a major international force in its specific industrial sector: Case IH, New Holland Agriculture and Steyr for tractors and agricultural machinery; Case and New Holland Construction for earth moving equipment; Iveco for commercial vehicles; Iveco Bus and Heuliez Bus for buses and coaches; Iveco Astra for quarry and construction vehicles; Magirus for firefighting vehicles; Iveco Defence Vehicles for defence and civil protection; and FPT Industrial for engines and transmissions. More information can be found on the corporate website: www.cnhindustrial.comContacts:Investor Relations                                                          Corporate Communications
CNH Industrial                                                               CNH Industrial
Email: [email protected]                            Email: [email protected]Attachment20191128_PR_CNH_Industrial_Launch_Notice
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