LUXEMBOURG — JAB Holding Company s.à r.l. (“JAB Holding Company”) announced on November 18, 2020, that its indirect, wholly-owned subsidiary, JAB Holdings B.V. (the “Issuer”), has priced its offering of $500,000,000 aggregate principal amount of 2.200% senior notes due 2030 (the “Notes”) in a private offering that is exempt from the registration requirements of the Securities Act of 1933, as amended (the “Securities Act”).
The Notes will be fully and unconditionally guaranteed by JAB Holding Company.
The Notes priced at 99.688% of the principal amount thereof, which will result in aggregate gross proceeds of $498,440,000. The offering is expected to close on or about November 23, 2020, subject to customary closing conditions.
The Issuer intends to use the net proceeds from the offering of the Notes for general corporate purposes, including to retire existing debt.
The Notes will be offered (a) to persons reasonably believed to be both (i) qualified institutional buyers pursuant to Rule 144A under the Securities Act and (ii) qualified purchasers as defined in Section 2(a)(51)(A) of the Investment Company Act of 1940, as amended (the “Investment Company Act”) and (b) outside the United States to persons other than “U.S. persons” as defined in Rule 902 under the Securities Act in offshore transactions in compliance with Regulation S under the Securities Act.
The Notes have not been registered under the Securities Act and may not be offered or sold in the United States without registration or an applicable exemption from the registration requirements.
This press release does not constitute an offer to sell or the solicitation of an offer to buy any securities, nor will there be any sale of the securities in any state or other jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration, qualification or exemption under the securities laws of any such state or other jurisdiction.