Clifford Chance has advised BNP Paribas, HSBC Bank plc, Merrill Lynch International and UniCredit Bank AG, as Global Coordinators and Joint Lead Managers, and Bayerische Landesbank and Danske Bank A/S, as Joint Lead Managers, on the issue of EUR 400,000,000 hybrid securities by Eurofins Scientific SE ("Eurofins"), acting through its French branch.
The hybrid securities issued by Eurofins, a global leader in bioanalytical testing, have no specified maturity and are accounted for as 100% equity according to the international financial reporting standards (IFRS).
The hybrid securities will bear a fixed annual coupon of 3.25% for the first 8 years, which is the lowest ever hybrid bond coupon achieved by Eurofins. Thereafter, the hybrid securities will become subject to a floating interest rate and become callable at par on each quarterly interest payment date.
If, within the first three years, at least one of three rating agencies (Fitch, Moody's and/or Standard & Poor's) has given the issuer an investment grade rating and such rating agency(ies) consider the hybrid securities to have at least 50% equity content, the margin step-up will vary after the first call date (November 2025), according to the combination of rating agencies assigning such ratings. If it is not the case, the margin on the hybrid securities will be subject to a 250 basis points increase as of the first call date.
The interest from investors in the hybrid securities was very strong, with the order book eight times oversubscribed. A sign of its unprecedented success is the spread of 135 basis points between Eurofins' senior unsecured debt and its new hybrid securities, a record for a non-rated issuer.
The proceeds of the hybrid securities will be used for general corporate purposes, including the funding of growth opportunities.
Clifford Chance (Paris) advised the banks as to the structure of the deal and the negotiation of the issue documentation, with Cédric Burford, partner, Auriane Bijon, counsel, and Alexander Tollast, associate, leading the transaction. This is the second Eurofins issue of hybrid securities that Clifford Chance (Paris) has worked on in recent years, having advised on Eurofins' EUR 300,000,000 issue of hybrid securities in April 2015.
Clifford Chance (Luxembourg) advised the banks on specific aspects of Luxembourg law, with a team led by Christian Kremer, partner, and Jonas Debroux, associate.