EQS-News: ZF North America Capital, Inc. hereby announce the results of the Tender Offer. (deutsch)
ZF North America Capital, Inc. hereby announce the results of the Tender Offer.
^
EQS-News: ZF North America Capital Inc. / Schlagwort(e):
Anleihe/Anleihe
ZF North America Capital, Inc. hereby announce the results of the
Tender Offer.
03.11.2026 / 15:00 CET/CEST
Für den Inhalt der Mitteilung ist der Emittent / Herausgeber
verantwortlich.
_____________________________________________________________
NOT FOR DISTRIBUTION IN OR INTO OR TO ANY PERSON LOCATED OR
RESIDENT IN ANY JURISDICTION WHERE IT IS UNLAWFUL TO DISTRIBUTE
THIS ANNOUNCEMENT.
ZF North America Capital, Inc.
in respect of its
$600,000,000 6.875 per cent. notes due 2028 (Rule 144A CUSIP No.:
98877DAD7 / ISIN: US98877DAD75 and Regulation S CUSIP No.:
U98737AF3 / ISIN: USU98737AF34)
(unconditionally and irrevocably guaranteed by ZF Friedrichshafen
AG)
ZF Europe Finance B.V.
in respect of its
EUR167,300,000 2.500 per cent. notes due 2027 (ISIN: XS2010039977),
and
EUR800,000,000 4.750 per cent. notes due 2029 (ISIN: XS2757520965)
(unconditionally and irrevocably guaranteed by ZF Friedrichshafen
AG)
ZF Finance GmbH
in respect of its
EUR68,900,000 2.000 per cent. notes due 2027 (ISIN: XS2338564870),
EUR265,000,000 2.250 per cent. notes due 2028 (ISIN: XS2399851901),
and
EUR750,000,000 3.750 per cent. notes due 2028 (ISIN: XS2231331260)
(unconditionally and irrevocably guaranteed by ZF Friedrichshafen
AG)
hereby announce the results of the Tender Offer.
November 3, 2026. ZF North America Capital, Inc., ZF Europe
Finance B.V. and ZF Finance GmbH (each an "Offeror", and together
the "Offerors") announce today the results for:
(i) the invitation by ZF North America Capital, Inc. to holders of
its outstanding $600,000,000 6.875 per cent. notes due 2028 (Rule
144A CUSIP No.: 98877DAD7 / ISIN: US98877DAD75 and Regulation S
CUSIP No.: U98737AF3 / ISIN: USU98737AF34) (the "2028 USD Notes")
issued by ZF North America Capital, Inc. and unconditionally and
irrevocably guaranteed by ZF Friedrichshafen AG to tender these
notes for purchase by ZF North America Capital, Inc. for cash up
to the Maximum Acceptance Amount (as defined below), provided that
ZF North America Capital, Inc. will only accept for purchase up to
$200,000,000 aggregate principal amount of 2028 USD Notes (the
"2028 USD Notes Cap");
(ii) the invitation by ZF Europe Finance B.V. to holders of its
outstanding EUR167,300,000 2.500 per cent. notes due 2027 (ISIN:
XS2010039977) (the "2.500% 2027 Notes") and EUR800,000,000 4.750 per
cent. notes due 2029 (ISIN: XS2757520965) (the "4.750% 2029
Notes") issued by ZF Europe Finance B.V. and unconditionally and
irrevocably guaranteed by ZF Friedrichshafen AG to tender these
notes for purchase by ZF Europe Finance B.V. for cash up to the
Maximum Acceptance Amount (as defined below); and
(iii) the invitation by ZF Finance GmbH to holders of its
outstanding EUR68,900,000 2.000 per cent. notes due 2027 (ISIN:
XS2338564870) (the "2.000% 2027 Notes"), EUR265,000,000 2.250 per
cent. notes due 2028 (ISIN: XS2399851901) (the "2.250% 2028
Notes") and EUR750,000,000 3.750 per cent. notes due 2028 (ISIN:
XS2231331260) (the "3.750% 2028 Notes") issued by ZF Finance GmbH
and unconditionally and irrevocably guaranteed by ZF
Friedrichshafen AG to tender these notes for purchase by ZF
Finance GmbH for cash up to the Maximum Acceptance Amount (as
defined below);
This notice is for information purposes only and should be read in
conjunction with the tender offer memorandum dated October 26,
2026 (the "Tender Offer Memorandum") prepared by the Offerors.
Capitalized terms used in this notice but not defined herein have
the meanings given to them in the Tender Offer Memorandum.
The Offerors have accepted tenders in the principal amounts set
out in the table below:
Priority of Acceptance
Issuer of Notes / Offeror
Title of Security
CUSIP No. / ISIN
Tender Offer Consideration(1)
Principal amount of Notes validly tendered
Principal amount of Notes accepted
Scaling Factor
Outstanding principal amount of Notes following Settlement of the
Tender Offer
1 (up to the 2028 USD Notes Cap)
ZF North America Capital, Inc.
6.875% Notes due 2028
98877DAD7 / US98877DAD75 (Rule 144A) and U98737AF3 / USU98737AF34
(Regulation S)
101.65%(2)
$495,858,000
$200,000,000
32.7705%
$400,000,000
2
ZF Finance GmbH
2.250% Notes due 2028
XS2399851901
97.25%(3)
EUR135,400,000
EUR135,400,000
n/a
EUR129,600,000
3
ZF Finance GmbH
3.750% Notes due 2028
XS2231331260
99.20%(3)
EUR457,600,000
EUR401,300,000
90.9100%
EUR348,700,000
4
ZF Europe Finance B.V.
4.750% Notes due 2029
XS2757520965
99.80%(3)
EUR329,500,000
EUR0
n/a
EUR800,000,000
5
ZF Finance GmbH
2.000% Notes due 2027
XS2338564870
99.35%(3)
EUR19,100,000
EUR0
n/a
EUR68,900,000
6
ZF Europe Finance B.V.
2.500% Notes due 2027
XS2010039977
98.70%(3)
EUR28,800,000
EUR0
n/a
EUR167,300,000
1. Accrued interest will be paid in addition to the Tender Offer
Consideration (rounded to the nearest EUR0.01 or $0.01, as
applicable, with EUR0.005 or $0.005 rounded upwards) on the
respective Note from (and including) the interest payment date
immediately preceding the Settlement Date to (but excluding)
the Settlement Date, determined in accordance with the terms
and conditions of the respective Note.
2. The Tender Offer Consideration for the 2028 USD Notes will
correspond to $1,016.5 for each $1,000 principal amount of
2028 USD Notes validly tendered and accepted for purchase by
ZF North America Capital, Inc.
3. The Tender Offer Consideration per Note for each series of
Euro Notes will correspond to a euro amount equal to the
percentage of the principal amount of each Note validly
tendered and accepted for purchase by ZF Finance GmbH.
The Maximum Acceptance Amount is $800,449,226, subject to the 2028
USD Notes Cap of $200,000,000 with respect to the 2028 USD Notes.
To determine whether the Maximum Acceptance Amount has been
reached on the Expiration Time, the Offerors converted the
principal amount of Euro Notes of each series that has been
tendered into U.S. dollars using the EUR/$ exchange rate of
$1.11878.
ZF North America Capital, Inc. announces that the issue of the New
Notes was successfully completed on November 2, 2026 and that the
New Financing Condition has accordingly been satisfied.
The Tender Offer commenced on October 26, 2026 and expired at 5:00
p.m. (New York City time) on November 2, 2026. Settlement is
expected to take place on November 4, 2026.
Questions and requests for assistance in connection with the
Tender Offer may be directed to the Dealer Managers, the contact
details for each of which are set out below:
THE DEALER MANAGERS
BofA Securities Europe SA
51 rue La Boétie
75008 Paris
France
Email: DG.LM-EMEA@bofa.com
Attention: Liability Management Group
Telephone (Europe): +33 1 877 01057
Telephone (U.S. Toll Free): +1 (888) 292-0070
Citigroup Global Markets Europe AG
Börsenplatz 9
60313 Frankfurt am Main
Federal Republic of Germany
Email: liabilitymanagement.europe@citi.com
Attention: Liability Management Group
Telephone: +44 20 7986 8969
Mizuho Bank Europe N.V.
Atrium Amsterdam, 3rd Floor
Strawinskylaan 3053
1077 ZX Amsterdam
The Netherlands
Email: liabilitymanagement@uk.mizuho-sc.com
Attention: Liability Management
Telephone: +34 91 790 7559
Mizuho Securities USA LLC
1271 Avenue of the Americas
New York, New York 10020
United States
Email: liabilitymanagement@uk.mizuho-sc.com
Attention: Liability Management Group
Telephones: +1 (212) 205-7741 (collect)
+1 (866) 271-7403
UniCredit Bank GmbH
Arabellastraße 12
81925 München
Federal Republic of Germany
Email: liability.management@unicredit.de
Telephone: +49 89 378 15582
UniCredit Capital Markets LLC
150 East 42nd Street
New York, New York 10017
United States of America
Attention: Liability Management Group
Telephone: +1 212-672-5390
TENDER AND INFORMATION AGENT
Kroll Issuer Services Limited
The News Building
3 London Bridge Street
London SE1 9SG
United Kingdom
Telephone: +44 20 7704 0880
Attention: Owen Morris
Email: zf@is.kroll.com
Tender Offer Website: https://deals.is.kroll.com/zf
Disclaimer
This announcement must be read in conjunction with the Tender
Offer Memorandum. No offer or invitation to acquire or exchange
any notes is being made pursuant to this announcement. This
announcement and the Tender Offer Memorandum contain important
information, which must be read carefully before any decision is
made with respect to the Tender Offer. If any Holder is in any
doubt as to the action it should take, it is recommended to seek
its own legal, tax and financial advice, including as to any tax
consequences, from its stockbroker, bank manager, solicitor,
accountant or other independent financial adviser. Any individual
or company whose Notes are held on its behalf by a broker, dealer,
bank, custodian, trust company or other nominee must contact such
entity if it wishes to participate in the Tender Offer. None of
the Offerors, the Dealer Managers, the Tender and Information
Agent, or any person who controls, or is a director, officer,
employee or agent of such persons, or any affiliate of such
persons, makes any recommendation as to whether Holders should
participate in the Tender Offer.
This announcement does not constitute an offer of securities for
sale in the United States. The securities referred to herein may
not be offered or sold in the United States absent registration
under the U.S. Securities Act of 1933, as amended (the "Securities
Act") or another exemption from, or in a transaction not subject
to, the registration requirements of the Securities Act. The offer
and sale of the securities referred to herein has not been and
will not be registered under the Securities Act. There will be no
public offer of the securities in the United States.
Offer and Distribution Restrictions
This announcement, the Tender Offer Memorandum and any related
documents do not constitute an offer to buy or a solicitation or
an invitation to offer to sell Notes in any jurisdiction in which,
or to or from any persons to or from whom, such solicitation or
invitation is unlawful, and invitations for offers to sell will
not be accepted from Holders located or resident in any
jurisdiction in which such solicitation or offer is unlawful. In
those jurisdictions where the securities or other laws require the
Tender Offer to be made by a licensed broker or dealer, any
actions in connection with the Tender Offer shall be deemed to be
made on behalf of the Offerors by one or more registered brokers
or dealers licensed under the laws of such jurisdiction.
In addition to the representations referred to below in respect of
the United States, Italy, the United Kingdom, France and Belgium,
each Holder participating in the Tender Offer will also be deemed
to give certain representations in respect of the other
jurisdictions referred to above and generally as set out in the
section of the Tender Offer Memorandum entitled "Procedures for
Tendering Notes." Any tender of Notes for purchase pursuant to the
Tender Offer from a Holder that is unable to make these
representations will not be accepted. Each of the Offerors, the
Dealer Managers and the Tender and Information Agent reserves the
right, in its absolute discretion, to investigate, in relation to
any tender of Notes for purchase pursuant to the Tender Offer,
whether any such representation given by a Holder is correct and,
if such investigation is undertaken and as a result the Offerors
determine (for any reason) that such representation is not
correct, such tender of Notes shall not be accepted.
United States
Each Holder participating in the Tender Offer will represent that
(1) if it is located in the United States, it is either a
"qualified institutional buyer" within the meaning of Rule 144A
under the Securities Act or an institutional "accredited investor"
as defined in Rule 501(a)(1), (2), (3) or (7) under the Securities
Act for informational use solely in connection with their
consideration of the Tender Offer, or (2) if it is located outside
the United States, (i) it is not participating in the Tender Offer
from the United States (including its territories and possessions)
and it is not a U.S. person, or (ii) it is acting on a
non-discretionary basis for a principal located outside the United
States (including its territories and possessions) that is not
giving an offer to participate in the Tender Offer from the United
States (including its territories and possessions) and who is not
a U.S. person.
Italy
None of the Tender Offer, the Tender Offer Memorandum or any other
documents or materials relating to the Tender 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.
The Tender Offer is being carried out in the Republic of Italy
("Italy") as an exempted offer pursuant to article 101-bis,
paragraph 3-bis of the Legislative Decree No. 58 of February 24,
1998, as amended (the "Financial Services Act") and article
35-bis, paragraph 4, of CONSOB Regulation No. 11971 of May 14,
1999, as amended.
Holders or beneficial owners of the Notes may tender their Notes
in the Tender Offer through authorized intermediaries (such as
investment firms, banks or financial intermediaries permitted to
conduct such activities in Italy in accordance with the Financial
Services Act, CONSOB Regulation No. 20307 of February 15, 2018, as
amended from time to time, and Legislative Decree No. 385 of
September 1, 1993, as amended) and in compliance with applicable
laws and regulations or with requirements imposed by CONSOB or 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 Notes or the Tender Offer.
United Kingdom
The communication of the Tender Offer Memorandum and any other
documents or materials relating to the Tender Offer are not being
made, and such documents and/or materials have not been approved,
by an authorized person for the purposes of section 21 of the
Financial Services and Markets Act 2000 (the "FSMA"). Accordingly,
such documents and/or materials are not being distributed to, and
must not be passed on to, the general public in the United
Kingdom. The communication of such documents and/or materials is
exempt from the restriction on financial promotions under section
21 of the FSMA on the basis that it is only directed at and may be
communicated to (i) persons who have professional experience in
matters relating to investments, being 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) persons who fall within Article 43(2) of the
Financial Promotion Order, including existing members and
creditors of the Offerors; (iii) high net worth companies, and
other persons to whom it may lawfully be communicated, falling
within Article 49(2)(a) to (d) of the Financial Promotion Order;
or (iv) any other persons to whom these documents and/or materials
may lawfully be communicated in accordance with the Financial
Promotion Order.
France
The Tender Offer is not being made, directly or indirectly, to the
public in the Republic of France ("France"). Neither the Tender
Offer Memorandum nor any other document or material relating to
the Tender 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) with the exception of 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 of the French Code
monétaire et financier, are eligible to participate in the Tender
Offer.
Neither the Tender Offer Memorandum nor any other offering
material relating to the Tender Offer has been or will be
submitted for clearance to the Autorité des marchés financiers.
Belgium
The Tender Offer does not constitute a public offering within the
meaning of Articles 3, §1, 1° and 6, §1, of the Belgian Law of
April 1, 2007 on public takeover bids, as amended or replaced from
time to time (the "Belgian Takeover Law"). The Tender Offer is
exclusively conducted under applicable private placement
exemptions and has therefore not been, and will not be, notified
to, and neither the Tender Offer Memorandum nor any other document
or material relating to the Tender Offer has been, or will be,
approved by the Belgian Financial Services and Markets Authority
(Autorité des services et marchés financiers / Autoriteit voor
financiële diensten en markten). Accordingly, the Tender Offer,
the Tender Offer Memorandum, any memorandum, information circular,
brochure or any similar documents relating to the Tender Offer may
not be advertised, offered or distributed, directly or indirectly,
to any person located and/or resident in Belgium other than to
persons who qualify as "qualified investors" within the meaning of
Article 2(e) of Regulation (EU) 2017/1129 of the European
Parliament and of the Council of 14 June 2017, as amended (the
"Prospectus Regulation"), as referred to in Article 6, §3 of the
Belgian Takeover Law, and who are acting for their own account, or
in other circumstances which do not constitute a public offering
in Belgium pursuant to the Belgian Takeover Law. The Tender Offer
Memorandum has been issued only for the personal use of the above
qualified investors and exclusively for the purpose of the Tender
Offer. Accordingly, the information contained in the Tender Offer
Memorandum may not be used for any other purpose or disclosed to
any other person in Belgium.
_____________________________________________________________
03.11.2026 CET/CEST Veröffentlichung einer Corporate News,
übermittelt durch EQS News - ein Service der EQS Group.
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27=de
_____________________________________________________________
Sprache: Deutsch
Unternehmen: ZF North America Capital Inc.
15811 Centennial Drive
MI 48168 Northville
Vereinigte Staaten von Amerika
E-Mail: investor.relations@zf.com
ISIN: DE000A14J7F8, DE000A14J7G6, US98877DAC92, DE000A14J7F8,
DE000A14J7G6, US98877DAA37 ,
WKN: A14J7F, A14J7G
Börsen: Börse Luxemburg
EQS News ID: 2427614
Ende der Mitteilung EQS News-Service
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2427614 03.11.2026 CET/CEST
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