HARMAN Announces Pricing of EUR350 Million Senior Notes Offering
Harman International Industries, Incorporated (NYSE:HAR) (the “Company”), the leading global infotainment, audio and software services company, today announced that it has priced an underwritten public offering of EUR350 million aggregate principal amount of 2.000% Senior Notes due 2022 (the “Notes”). The Notes will be issued by Harman Finance International, S.C.A. (the “Issuer”), a wholly owned subsidiary of Harman International Industries, Incorporated, at a price equal to 99.613% of the aggregate principal amount. The Notes will be fully and unconditionally guaranteed by the Company. The Company anticipates that the offering will close on or around May 27, 2015, subject to customary closing conditions.
The Issuer expects to receive net proceeds of approximately EUR346.2 million from the offering, after deducting the underwriting discount and estimated offering expenses. The Issuer intends to lend the net proceeds to one or more subsidiaries of the Company, which in turn will result in the repayment of a portion of the current balance of the Company’s revolving credit facility and the financing for the Company’s announced acquisition of certain assets of Bang & Olufsen with the balance, if any, to be used by such subsidiaries for general corporate purposes.
HSBC Bank plc, J.P. Morgan Securities plc, and UniCredit Bank AG are acting as joint book-running managers for the offering.
Before making an investment in the Notes, potential investors should read the preliminary prospectus supplement, the accompanying prospectus and the other documents that the Company has filed with the Securities and Exchange Commission (the “SEC”) for more complete information about the Company and the offering. The offering is being made pursuant to a shelf registration statement on Form S-3 (including a prospectus) previously filed with the SEC and declared effective on April 30, 2015. A preliminary prospectus supplement and accompanying prospectus related to the offering was filed with the SEC on May 20, 2015. A final prospectus supplement and accompanying prospectus relating to the offering will be filed with the SEC. Electronic copies of the prospectus supplement and accompanying prospectus can be obtained through the website of the SEC at www.sec.gov. In addition, when available, a copy of the final prospectus supplement for the offering may be obtained from HSBC Bank plc by calling (866) 811-8049, J.P. Morgan Securities plc by calling +44 207-134-2468, or UniCredit Bank AG by calling (800) 493-2203.
This press release is neither an offer to sell nor the solicitation of an offer to buy the Notes and shall not constitute an offer, solicitation or sale in any jurisdiction in which such offer, solicitation or sale is unlawful. The offering of the Notes will be made only by means of a prospectus supplement and accompanying prospectus.
HARMAN (harman.com) designs and engineers connected products and solutions for consumers, automakers, and enterprises worldwide, including audio, visual and infotainment systems; enterprise automation solutions; and software services. With leading brands including AKG(R), Harman Kardon(R), Infinity(R), JBL(R), Lexicon(R) , Mark Levinson (R) and Revel(R), HARMAN is admired by audiophiles, musicians and the entertainment venues where they perform around the world. HARMAN also is a technology and integration services leader for the Automotive, Mobile, Telecommunications and Enterprise markets. More than 25 million automobiles on the road today are equipped with HARMAN audio and infotainment systems. The Company’s software solutions power billions of mobile devices and systems that are connected, integrated, personalized, adaptive and secure across all platforms, from the work and home to car and mobile. HARMAN has a workforce of approximately 25,000 people across the Americas, Europe, and Asia and reported sales of $5.9 billion during the last 12 months ended March 31, 2015. The Company’s shares are traded on the New York Stock Exchange under the symbol NYSE:HAR.
Certain matters discussed in this press release are forward-looking statements within the meaning of Section 21E of the Securities Exchange Act of 1934, as amended. One should not place undue reliance on these statements. The Company bases these statements on particular assumptions that it has made in light of its industry experience, as well as its perception of historical trends, current market conditions, current economic data, expected future developments and other factors that the Company believes are appropriate under the circumstances. These statements involve risks, uncertainties and assumptions that could cause actual results to differ materially from those suggested in the forward-looking statements, including but not limited to: (1) the Company’s ability to maintain profitability in its infotainment division if there are delays in its product launches which may give rise to significant penalties and increased engineering expense; (2) the loss of one or more significant customers, or the loss of a significant platform with an automotive customer; (3) fluctuations in currency exchange rates, particularly with respect to the value of the U.S. Dollar and the Euro; (4) the Company’s ability to successfully implement its global footprint initiative, including achieving cost reductions and other benefits in connection with the restructuring of its manufacturing, engineering, procurement and administrative organizations; (5) fluctuations in the price and supply of raw materials including, without limitation, petroleum, copper, steel, aluminum, synthetic resins, rare metals and rare-earth minerals, or shortages of materials, parts and components; (6) the inability of the Company’s suppliers to deliver products at the scheduled rate and disruptions arising in connection therewith; (7) the Company’s ability to maintain a competitive technological advantage through innovation and leading product designs; (8) the Company’s ability to integrate successfully our recently completed and future acquisitions; (9) the Company’s failure to maintain the value of its brands and implementing a sufficient brand protection program; and (10) other risks detailed in the Company’s Annual Report on Form 10-K for the fiscal year ended June 30, 2014 and other filings made by the company with the SEC. The Company undertakes no obligation to publicly update or revise any forward-looking statement except as required by law.
(c) 2015 HARMAN International Industries, Incorporated. All rights reserved. Harman Kardon, Infinity, JBL, Lexicon and Mark Levinson are trademarks of HARMAN International Industries, Incorporated, registered in the United States and/or other countries. AKG is a trademark of AKG Acoustics GmbH, registered in the United States and/or other countries. Features, specifications and appearance are subject to change without notice.
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