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Barry Callebaut successfully prices USD 400 million 5.5% senior notes due 2023

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June 13, 2013

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  • Barry Callebaut announces the successful pricing of USD 400 million 5.5% senior Notes due 2023

Zurich/Switzerland – June 13, 2013 – Barry Callebaut AG announced today the successful pricing of USD 400 million 5.5% senior notes due 2023 (the “Notes”) with estimated gross proceeds totalling USD 392.5 million. The remaining amount will be financed through the partial funding of an existing bridge loan.

The proceeds of the offering will be used to fund a portion of the consideration in respect of the previously announced acquisition of the Cocoa Ingredients Division of Petra Foods for USD 950 million (subject to customary closing adjustments).

In light of the volatility in the debt markets and the pricing of the bonds at a coupon higher than expected, the Company decided to reduce the amount from USD 600 million to USD 400 million.

The Notes will be due June 15, 2023 with a coupon of 5.5%. The Notes are unsecured and rank pari passu with the existing revolving credit facility and the existing notes.

The gross proceeds will be deposited into an escrow account upon closing until the satisfaction of certain conditions set forth in an escrow agreement, including the closing of the acquisition.

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Contacts:

 

for investors and financial analysts:

for the media:

Evelyn Nassar

Raphael Wermuth

Head of Investor Relations

Head of Media Relations

Barry Callebaut AG

Barry Callebaut AG

Phone: +41 43 204 04 23

Phone: +41 43 204 04 58

evelyn_nassar@barry-callebaut.com

raphael_wermuth@barry-callebaut.com

 

This press release does not constitute or form a part of any offer or solicitation to purchase or subscribe for securities in the United States. The Notes have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the “Securities Act”) or with any securities regulatory authority of any state or other jurisdiction in the United States, and may not be offered or sold, directly or indirectly, within the United States or to, or for the account or benefit of, U.S. persons, as such term is defined in Regulation S under the Securities Act (“Regulation S”), except pursuant to an exemption from or in a transaction not subject to the registration requirements of the Securities Act. In the United States, this offering is being made only to “qualified institutional buyers” (as defined in Rule 144A of the Securities Act) in compliance with Rule 144A under the Securities Act (“Rule 144A”). The Notes are being offered and sold outside the United States to non-U.S. persons in “offshore transactions” as defined in and in accordance with Regulation S. Barry Callebaut does not intend to register any portion of the offering in the United States.

The distribution of this document in certain countries may constitute a breach of applicable law. The information contained in this document does not constitute an offer of securities for sale in the United States, Canada, Japan or Australia.