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Allen & Overy advises SGL Carbon on EUR 101.9 million convertible bonds issue and repurchase of existing convertible bonds

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Allen & Overy has advised SGL Carbon SE (the Issuer), a global leading manufacturer of carbon based products and materials based in Wiesbaden on issuing unsubordinated unsecured bonds convertible into no par value shares in the Issuer and due 2027 (the Convertible Bonds), and in connection with repurchasing its 3.0% convertible bonds due 2023.

The Convertible Bonds have been offered for purchase only to institutional investors outside the United States of America, with the pre emptive rights of existing shareholders in the Issuer being excluded (the Offering). The Convertible Bonds will mature on 21 September 2027 and will be issued and redeemed at 100% of their principal amount.

The initial conversion price has been fixed at EUR 8.3298, representing a premium of 25% above the reference price of EUR 6.6638. The coupon has been set at 5.75% p.a., payable semi annually in arrears on 21 March and 21 September, commencing on 21 March 2023. Settlement of the transaction is expected to take place on or around 21 September 2022.

SGL Carbon plans to use the proceeds from the Offering to repurchase its 3.0% convertible bonds due 2023 (ISIN: DE000A2G8VX7) (the 2023 Bonds). In this context, SGL Carbon has accepted tenders in the order of an aggregate principal amount of EUR 86,500,000 following its issue of a repurchase invitation to the holders of 2023 Bonds. The repurchase price is 100% of the principal amount per 2023 Bond (EUR 100,000 per 2023 Bond) plus accrued interest. The repurchased bonds are to be redeemed and cancelled. The outstanding aggregate principal amount of the bonds not held by the Company once the repurchases have been settled is EUR 39,800,000. Settlement of the repurchases is expected to occur on 22 September 2022.

The Allen & Overy team was led by partner Dr. Knut Sauer (Equity Capital Markets) and included partner Marc Plepelits (US Corporate Finance) as well as senior associates Nadine Kämper (Equity Capital Markets), Rita Nicole Thomas and Martin Schmidt (both US Corporate Finance, all Frankfurt).