NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION DIRECTLY OR INDIRECTLY TO ANY U.S. PERSON (AS DEFINED IN REGULATION S OF THE UNITED STATES SECURITIES ACT OF 1993, AS AMENDED (THE "SECURITIES ACT")) OR ANY PERSON LOCATED OR RESIDENT IN THE UNITED STATES OF AMERICA, ITS TERRITORIES AND POSSESSIONS (INCLUDING PUERTO RICO, THE US VIRGIN ISLANDS, GUAM, AMERICAN SAMOA, WAKE ISLAND AND THE NORTHERN MARIANA ISLANDS), ANY STATE OF THE UNITED STATES OR THE DISTRICT OF COLUMBIA OR IN ANY OTHER JURISDICTION WHERE IT IS UNLAWFUL TO RELEASE, PUBLISH OR DISTRIBUTE THIS ANNOUNCEMENT.
NANTERRE (FRANCE)
SEPTEMBER 17, 2025
FORVIA SUCCESSFULLY PRICES USD500 MILLION OF SENIOR NOTES DUE 2033 AND FURTHER DIVERSIFIES ITS INVESTOR BASE
FORVIA has priced USD500 million in aggregate principal amount of 6.750% senior notes due 2033 (the "Notes"). This transaction is the second U.S. dollar bond issuance by FORVIA and follows the inaugural USD500 million in aggregate principal amount bond issuance on March 27, 2025.
The new senior notes obtained credit ratings of "BB+" by Fitch Ratings, "B1" by Moody's and "BB-" by Standard & Poor's.
FORVIA intends to use the proceeds of the Notes to repay existing long-term financial liabilities with the view of extending its debt maturity.
This transaction, which was significantly oversubscribed, is part of the ongoing diversification of the funding sources of the Group and has significantly widened its US institutional investor base.
An application will be made to list the Notes on the official list of Euronext Dublin (Global Exchange Market). The settlement of the Notes is expected to occur on September 23, 2025, subject to customary closing conditions.
IMPORTANT NOTICE
This document is not an offer of securities for sale in the United States. The notes being offered by FORVIA (the "Notes") may not be sold in the United States unless they are registered under the Securities Act or are exempt from registration. The offering of Notes described in this announcement has not been and will not be registered under the Securities Act or any state securities laws in the United States, and accordingly any offer or sale of Notes may be made only in a transaction exempt from the registration requirements of the Securities Act. Accordingly, the Notes are being offered and sold only to persons reasonably believed to be qualified institutional buyers in accordance with Rule 144A promulgated under the Securities Act and to non-U.S. persons outside the United States in accordance with Regulation S promulgated under the Securities Act.
This press release does not constitute an offer to sell, or a solicitation of an offer to buy, the Notes, nor will there be any sale of the Notes in any jurisdiction in which such offer, solicitation or sale would be unlawful. It may be unlawful to distribute this document in certain jurisdictions. This document is not for distribution in Canada, Japan or Australia. The information in this document does not constitute an offer of securities for sale in Canada, Japan or Australia.
Promotion of the Notes in the United Kingdom is restricted by the Financial Services and Markets Act 2000 (the "FSMA"), and accordingly, the Notes are not being promoted to the general public in the United Kingdom. This announcement is directed solely at (i) persons located outside the United Kingdom, (ii) persons with professional experience in matters relating to investments falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended (the "Order"), (iii) high net worth entities, and other persons to whom it may lawfully be communicated, falling within Article 49(2)(a) to (d) of the Order and (iv) persons to whom an invitation or inducement to engage in investment activity (within the meaning of section 21 of the FSMA) in connection with the issue or sale of any securities of the Issuer or any member of its group may otherwise lawfully be communicated or caused to be communicated (all such persons in (i) - (iv) above being "relevant persons"). Any investment activity to which this announcement relates will only be available to and will only be engaged with relevant persons. Any person who is not a relevant person should not act or rely on this announcement.
The offer and sale of the Notes will be made pursuant to an exemption under the Prospectus Regulation from the requirement to produce a prospectus for offers of securities. This announcement does not constitute a prospectus within the meaning of the Regulation EU 2017/1129, as amended (the "Prospectus Regulation") or an offer to the public.
The offer and sale of the Notes will be made pursuant to an exemption under the UK Prospectus Regulation from the requirement to produce a prospectus for offers of securities.
This announcement does not constitute a prospectus within the meaning of the Prospectus Regulation as it forms part of domestic law by virtue of the European Union (Withdrawal) Act 2018 (the "UK Prospectus Regulation") or an offer to the public.
MiFID II professionals/ECPs-only/No PRIIPs KID - Manufacturer target market (MIFID II product governance) is eligible counterparties and professional clients only (all distribution channels). No PRIIPs key information document (KID) has been prepared as the Notes are not available to retail investors in EEA.
MiFIR professionals/ECPs-only/No UK PRIIPs KID - Manufacturer target market (UK MIFIR product governance) is eligible counterparties and professional clients only (all distribution channels). No UK PRIIPs key information document (KID) has been prepared as the Notes are not available to retail investors in the UK.
Neither the content of FORVIA's website nor any website accessible by hyperlinks on FORVIA's website is incorporated in, or forms part of, this announcement. The distribution of this announcement into any jurisdiction may be restricted by law. Persons into whose possession this announcement comes should inform themselves about and observe any such restrictions.
Any failure to comply with these restrictions may constitute a violation of the securities laws of any such jurisdiction.
No money, securities or other consideration is being solicited, and, if sent in response to the information contained herein, no money, securities or other consideration will be accepted.
