EQS-News: ZF Europe Finance B.V. hereby announce the results of the Tender Offer. (deutsch)
ZF Europe Finance B.V. hereby announce the results of the Tender Offer.
EQS-News: ZF Europe Finance B.V. / Schlagwort(e): Anleihe/Anleihe ZF Europe Finance B.V. 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. Für den Inhalt der Mitteilung ist der Emittent / Herausgeber verantwortlich. Die EQS Distributionsservices umfassen gesetzliche Meldepflichten, Corporate News und Pressemitteilungen. Originalinhalt anzeigen: https://eqs-news.com/?origin_id=a5b2853a-d78d-11f1-b46d-066675bb99 27=de _____________________________________________________________
Sprache: Deutsch
Unternehmen: ZF Europe Finance B.V.
Nieuwe Herengracht 51
1011RN Amsterdam
Luxemburg
ISIN: XS2010040124, XS2010039381, XS2010039977, XS2010039894
WKN: A2R9EL
Börsen: Börse Luxemburg
LEI Code: 549300RI533US2G6G542
EQS News ID: 2427624
Ende der Mitteilung EQS News-Service _____________________________________________________________
2427624 03.11.2026 CET/CEST
ISIN XS2010040124 XS2010039381 XS2010039977 XS2010039894
AXC0246 2026-11-03/15:00