Syngenta tallies any-and-all tenders, sets cap for maximum offers

By Marisa Wong

Los Angeles, July 13 – Syngenta AG announced on Wednesday the final results of the any-and-all tender offers for two series of notes and the maximum purchase amount of the maximum tender offers for two other series of notes.

The June 29 offers relate to notes issued by wholly owned subsidiary Syngenta Finance NV.

Any-and-all offers

As of 5 p.m. ET on July 12, the expiration of the any-and-all offers, holders had tendered the following amounts:

• $253,346,000 of the $405.67 million outstanding 5.676% senior notes due April 24, 2048 (Cusips: 87164KAJ3, N84413CN6) with a first par call date on Oct. 24, 2047 for $1,010 per $1,000 principal amount; and

• $9,129,000 of the $29,234,000 outstanding 4.375% senior notes due March 28, 2042 (Cusip: 87164KAB0) for $882.50 per $1,000 principal amount.

In an announcement on July 6, Syngenta said that due to market volatility, it changed the amount offered per note to fixed considerations instead of pricing the considerations against a benchmark Treasury with a fixed spread.

The $262,475,000 aggregate principal amount of notes tendered under the any-and-all offers includes $400,000 tendered under guaranteed delivery procedures.

Tenders under guaranteed delivery procedures are due by 5 p.m. ET on July 14.

The issuer said it expects to accept for purchase all of the tendered notes. Settlement is expected to occur on July 15.

Capped offers

Based on the results of the any-and-all offers, the maximum purchase amount for the capped offers will be $737,525,000.

As previously reported, the cap is $1 billion principal amount of notes minus the amount tendered in the any-and-all offers.

The cap was calculated assuming that all notes tendered under guaranteed delivery procedures in the any-and-all offer are actually delivered under those procedures, according to a Wednesday’s announcement.

Under the maximum tender offers, Syngenta is offering to buy notes from the following series:

• $1 billion outstanding 5.182% senior notes due April 24, 2028 (Cusips: 87164KAC8, N84413CG1) with a Jan. 24, 2028 par call date for $1,010 per $1,000 principal amount; and

• $750 million outstanding 4.892% senior notes due April 24, 2025 (Cusips: 87164KAG9, N84413CL0) and a Feb. 24, 2025 par call date for $1,005 per $1,000 principal amount.

On July 6 Syngenta had also updated pricing for the capped offers to fixed considerations instead of considerations based on a benchmark Treasury with a fixed spread.

The total considerations include an early tender payment of $50 per $1,000 note for noteholders who tender their notes by the early deadline at 5 p.m. ET on July 13, also the withdrawal deadline.

The capped offers will expire at 11:59 p.m. ET on July 27 and settle on July 29.

Details

The purpose of the tender offers is to proactively manage the issuer’s debt portfolio, to reduce its future interest expense and to provide liquidity to holders, as previously noted.

BofA Securities Europe SA (888 292-0070, 980 387-3907, +33 1 87 70 10 57, DG.LM-EMEA@bofa.com) and Goldman Sachs Bank Europe SE (+44 20 7774 4836, liabilitymanagement.eu@gs.com) are the dealer managers.

D.F. King & Co., Inc. (888 602-1958, 212 269-5550, syngenta@dfking.com) is the information and tender agent for the offer.

The agribusiness company is based in Basel, Switzerland.

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