EQS-News: Statement of Material Differences Q2 2024 (deutsch)
Statement of Material Differences Q2 2024
EQS-Media / 23.08.2024 / 10:27 CET/CEST
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IHO Verwaltungs GmbH · Industriestraße 1-3 · 91074 Herzogenaurach
Deutsche Trustee Company Limited
Attention: Trust & Securities Services
21 Moorfields
London EC2Y 9DB
United Kingdom
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Phone Fax Date
+49 (9132) 8364-325 08/21/2024
IHO Verwaltungs GmbH - Indentures dated as of September 22, 2016
/ June 6, 2019 / April 3, 2023
EUR 750,000,000 3.750% / 4.500% Senior Secured PIK Toggle Notes due
2026
EUR 500,000,000 3.875% / 4.625% Senior Secured PIK Toggle Notes due
2027
EUR 800,000,000 8.750% / 9.500% Senior Secured PIK Toggle Notes due
2028
$ 500,000,000 4.750% / 5.500% Senior Secured PIK Toggle Notes due
2026
$ 450,000,000 6.000% / 6.750% Senior Secured PIK Toggle Notes due
2027
$ 400,000,000 6.375% / 7.125% Senior Secured PIK Toggle Notes due
2029
We refer to Section 4.19 (Reports) of the 2016, 2019 and 2023
Indentures mentioned above. Terms defined in the Indentures have
the same meaning when used in this document unless given a
different meaning in this document.
1. This document contains - in accordance with Section 4.19 (b)
(ii) - additional information to the consolidated financial
report as of June 30, 2024 from Schaeffler AG, which is
provided in conjunction with this document. The document
covers the period from January 1, 2024 to June 30, 2024.
2. Material developments in the business of IHO Verwaltungs GmbH
(the Issuer) as a holding company and its Subsidiaries in the
relevant period include among others:
* On April 08, 2024, IHO Verwaltungs GmbH has drawn on the
Revolving Credit Facility in an amount of EUR 120 million. On
April 30, 2024, IHO Verwaltungs GmbH has repaid the complete
outstanding amount of EUR 240 million.
3. Material differences in the financial condition and the
results of operations between the Issuer and its Subsidiaries
and Schaeffler AG and its Subsidiaries include among others:
* Financial condition (Assets): As of June 30, 2024, the Issuer
holds 75.1% of the capital rights (100% of the voting rights)
in Schaeffler AG, 36% of the capital rights (36% of the
voting rights) in Continental AG and 39.9% of the capital
rights (39.9% of the voting rights) in Vitesco Technologies
Group AG. The cash and cash equivalents of the Issuer on June
30, 2024 amounted to EUR 52.3 million.
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* Financial condition (Liabilities): In addition to the
financial debt incurred by the Schaeffler OpCo Group, the
Issuer is - as of June 30, 2024 - the borrower under a
facilities agreement entered into on September 7, 2016 and
amended and restated from time to time, that consists of a
revolving credit facility. Furthermore, the Issuer has issued
Senior Secured PIK Toggle Notes on September 22, 2016 as well
as on May 22, 2019 and on April 3, 2023. The Issuer is
borrower under an EUR 550 million intercompany loan agreement
(current value: EUR 263.1 million) with IHO Beteiligungs GmbH
as a lender and maturity in 2030. The loan has been granted
in 2021 in the context of a non-cash dividend of the Issuer
and will be consumed over time. The additional financial debt
at the level of the Issuer consists in particular of the
following instruments as of June 30, 2024:
Debt instruments
(as of June 30, 2024) Nominal
in EUR mn Interest Maturity Rating
3.75% Senior Secured PIK Toggle Notes (EUR) 750 3.75% Sep 15,
2026 Ba2/BB-/BB
3.875% Senior Secured PIK Toggle Notes (EUR) 500 3.875% May 15,
2027 Ba2/BB-/BB
8.75% Senior Secured PIK Toggle Notes (EUR) 800 8.75% May 15,
2028 Ba2/BB-/BB
4.75% Senior Secured PIK Toggle Notes (USD) 467^1) 4.75% Sep 15,
2026 Ba2/BB-/BB
6.00% Senior Secured PIK Toggle Notes (USD) 420^1) 6.00% May 15,
2027 Ba2/BB-/BB
6.375% Senior Secured PIK Toggle Notes (USD) 374^1) 6.375% May
15, 2029 Ba2/BB-/BB
Revolving Credit Facility (EUR 800 mn) 0 E + 3.75% Jun 15, 2026
not rated
TOTAL 3,311 -- -- --
1) EUR / USD = 1.0705
The facilities agreement, certain hedging liabilities and the
notes are secured by pledges over 333,000,001 common shares in
Schaeffler AG (representing 66.7% of the voting shares
(Stammaktien) and 50% plus one share of the total share capital
of Schaeffler AG) held by the Issuer, 48,742,194 common shares in
Continental AG held by the Issuer and 9,748,439 common shares in
Vitesco Technologies Group AG held by the Issuer.
* Result of operations: The result of operations of the Issuer
consists primarily of (i) dividends received from its
shareholdings in Schaeffler AG, Continental AG and Vitesco
Technologies Group AG, (ii) interest expense on the financial
debt of the Issuer, and (iii) operating costs and tax
payments of the Issuer as holding company.
Ende der Pressemitteilung
Emittent/Herausgeber: IHO Verwaltungs GmbH
Schlagwort(e): Finanzen
23.08.2024 CET/CEST Veröffentlichung einer Pressemitteilung, übermittelt
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1972413 23.08.2024 CET/CEST
ISIN XS2004438458 XS1490159735 US80627DAC02 XS2004451121 USD4000PAL60
AXC0085 2024-08-23/10:27