CLARIOS ANNOUNCES LAUNCH OF PRIVATE OFFERING OF NOTES

MILWAUKEE, April 19, 2023 /PRNewswire/ -- Clarios Global LP ("Clarios" or the "Company") announced today that it and Clarios US Finance Company, Inc. (the "Co-Issuer" and, together with the Company, the "Issuers"), have launched an offering of $500 million in aggregate principal amount of senior secured notes due 2028 (the "Notes"). In connection with the issuance of the Notes, the Company intends to borrow up to $1,000 million under an incremental amendment (the "New Term Loan Facility") to its existing term loan facility (the "Existing Term Loan Facility"). The gross proceeds from the offering of the Notes, together with the borrowings under the New Term Loan Facility, are expected to be used to repay $1,500 million of borrowings under the Existing Term Loan Facility.

The Notes will be guaranteed by Clarios International LP, which owns all of the equity interests of the Issuers, and each of the Company's subsidiaries that are guarantors under the Company's credit agreements. Consummation of the offering of the Notes is subject to market and other conditions, and there can be no assurance that the Issuers will be able to successfully complete this transaction on the terms described above, or at all.

The Notes have not been and will not be registered under the Securities Act of 1933, as amended (the "Securities Act"), or any state securities laws and may not be offered or sold in the United States absent registration or an applicable exemption from registration under the Securities Act and applicable state securities laws. The Notes will be offered in the United States only to persons reasonably believed to be qualified institutional buyers pursuant to Rule 144A under the Securities Act and outside the United States to non-U.S. persons pursuant to Regulation S under the Securities Act. The Notes have not been and will not be qualified for distribution by prospectus under the securities laws of any province or territory of Canada and may only be offered, sold or subsequently transferred to a purchaser in Canada, pursuant to an exemption from the prospectus requirements of Canadian securities laws.

This news release shall not constitute an offer to sell or the solicitation of an offer to sell or the solicitation of an offer to buy any securities, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. 

About Clarios: Clarios is a world leader in advanced energy storage solutions. We partner with our aftermarket and original equipment customers to meet increasing market demand for smarter applications on a global scale. Our approximately 16,800 employees develop, manufacture and distribute a portfolio of evolving battery technologies for virtually every type of vehicle. Our technologies deliver uniquely sustainable, next-generation performance, and bring reliability, safety and comfort to everyday lives. We add value at every link in the supply chain, ensuring that up to 99% of the materials in our batteries are recovered, recycled and reused, contributing to the progress of the communities we serve and the planet we all share. Clarios is a subsidiary of Brookfield Business Partners.

Forward-looking Statements

This news release may contain forward-looking statements, including, but not limited to, the Company's financing plans, including the offering of Notes and the details thereof, including the proposed use of proceeds therefrom, and our ability to close the offering of the Notes. Forward-looking statements may generally be identified by the use of the words "anticipates," "expects," "intends," "plans," "should," "could," "would," "may," "will," "believes," "estimates," "potential," "target," or "continue" and variations or similar expressions. These statements are based upon the current expectations and beliefs of management and are subject to certain risks and uncertainties that could cause actual results to differ materially from those described in the forward-looking statements. These risks and uncertainties include, but are not limited to, general economic, credit and capital market conditions, the impact of COVID-19 and its collateral consequences, the potential impact of decreased demand from customers in the aftermarket retail channel and automotive industry, the technological evolution of the battery and automotive industries and the other risks and uncertainties discussed in the offering memorandum related to the Notes. Readers are cautioned not to place undue reliance on any of these forward-looking statements. These forward-looking statements speak only as of the date hereof. Clarios undertakes no obligation to update any of these forward-looking statements to reflect events or circumstances after the date of this news release or to reflect actual outcomes, unless required by law.

SOURCE Clarios