Skip to content

Allen & Overy advises SGL Carbon SE on approx. EUR 118.7m convertible bonds issue

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 ordinary shares in the Issuer (the Convertible Bonds).

The Convertible Bonds have been offered only to institutional investors outside the United States of America by way of an accelerated bookbuilding (the Offering), with the pre-emptive rights of existing shareholders in the Issuer being excluded.

The Convertible Bonds will be convertible into up to 12.2 million no par value ordinary shares in SGL Carbon and have an aggregate principal amount of approx. EUR 118.7 million. The Convertible Bonds will have a maturity of 5 years and will be issued and redeemed at 100% of their principal amount. The coupon has been set at 5.75% p.a., payable semi annually in arrears on 28 June and 28 December, commencing on 28 December 2023. The initial conversion price has been fixed at EUR 9.7051, representing a premium of 25% above the volume-weighted average price of SGL Carbon's shares on XETRA between launch and pricing of the Offering.

SGL Carbon plans to use the net proceeds from the Offering, together with its financing headroom and cash on hand, to refinance its 4.625% bonds due 2024 (ISIN: XS1945271952; an amount of EUR 237 million is currently outstanding). The Issuer hereby intends to reduce its overall gross debt.

The Allen & Overy team was led by partner Dr Knut Sauer and counsel Nadine Kämper (both Equity Capital Markets) and also included partner Marc Plepelits, senior associate Martin Schmidt (both U.S. Corporate Finance) and associate Vincent Buchta (Equity Capital Markets, all Frankfurt).