Constellium Launches Proposed Sustainability-Linked Senior Notes Offering NYSE:CSTM

PARIS, Feb. 09, 2021 (GLOBE NEWSWIRE) — Constellium SE (NYSE: CSTM) (“Constellium”) introduced as we speak the graduation of a proposed non-public providing of roughly $500 million of U.S. greenback denominated sustainability-linked senior unsecured notes due 2029 (the “Sustainability-Linked Notes”), topic to market and different situations (the “Notes Providing”).

Constellium, as a part of its sustainability technique, has established sustainability efficiency targets to (1) scale back its Scope 1 and Scope 2 greenhouse fuel (GHG) emissions depth to equal or decrease than 0.615 of CO₂ equal per metric ton of gross sales for the complete 12 months of 2025 and (2) improve its recycled aluminium enter to equal to or greater than 685 thousand metric tons for the complete 12 months of 2026.

Constellium intends to make use of the online proceeds of the Notes Providing, along with money readily available, to repurchase pursuant to a young provide (the “Tender Provide”), and/or redeem, in accordance with the governing indenture, all of its excellent 6.625% Senior Notes due 2025 (the “2025 Notes”), and to pay associated charges and bills. Concurrently with the graduation of the Tender Provide, the Firm known as for redemption, topic to sure situations, all the excellent Notes (the “Redemption”). There may be no assurance that Constellium will efficiently full the Notes Providing, the Tender Provide or the Redemption on the phrases described herein or in any respect.

The Firm expects the redemption date for the 2025 Notes to happen on March 11, 2021 (the “Redemption Date”). The redemption value for the 2025 Notes is 101.656% of the combination principal quantity of the excellent 2025 Notes redeemed, plus accrued and unpaid curiosity, if any, to the Redemption Date. The Tender Provide and the Redemption are conditioned on the consummation of the Notes Providing.

Vital Further Info

The Sustainability-Linked Notes will likely be provided and offered to certified institutional consumers in the US pursuant to Rule 144A and outdoors the US pursuant to Regulation S below the Securities Act of 1933, as amended (the “Securities Act”). The Sustainability-Linked Notes haven’t been registered below the Securities Act or any state securities legal guidelines and might not be provided or offered in the US absent registration or an relevant exemption from the registration necessities of the Securities Act and relevant state legal guidelines.

This press launch shall not represent a proposal to promote or buy, or a solicitation of a proposal to buy or promote, shares of the Firm, the Sustainability-Linked Notes, the 2025 Notes or another securities, shall not represent a proposal, solicitation or sale in any state or jurisdiction through which such a proposal, solicitation or sale can be illegal, and shall not represent a discover of redemption of any of the 2025 Notes.

The Sustainability-Linked Notes should not meant to be provided, offered, transferred or in any other case made accessible to and shouldn’t be provided, offered, transferred or in any other case made accessible, as a part of their preliminary distribution or at any time thereafter, immediately or not directly to any retail investor within the European Financial Space (the “EEA”). For these functions, a retail investor means an individual who’s one (or extra) of: (i) a retail shopper as outlined in level (11) of Article 4(1) of Directive 2014/65/EU (as amended, “MiFID II”); (ii) a buyer throughout the which means of Directive (EU) 2016/97, the place that buyer wouldn’t qualify as an expert shopper as outlined in level (10) of Article 4(1) of MiFID II; or (iii) not a professional investor as outlined within the Regulation (EU) 2017/1129. Consequently, no key data doc required by Regulation (EU) No 1286/2014 (as amended, the “PRIIPs Regulation”) for providing or promoting the Sustainability-Linked Notes or in any other case making accessible to retail traders within the EEA has been ready and subsequently providing or promoting the Sustainability-Linked Notes to any retail investor within the EEA could also be illegal below the PRIIPs Regulation.

Solely for the needs of every producer’s product approval course of in MiFID II, the goal market evaluation in respect of the Sustainability-Linked Notes has led to the conclusion that: (i) the goal market of the Sustainability-Linked Notes is eligible counterparties {and professional} shoppers solely (every as outlined in MiFID II) and (ii) all channels for distribution of such Notes to eligible counterparties {and professional} shoppers are acceptable.

The Sustainability-Linked Notes should not meant to be provided, offered or in any other case made accessible to and shouldn’t be provided, offered or in any other case made accessible to any retail investor in the UK (the “UK”). For these functions, a retail investor means an individual who’s one (or extra) of: (i) a retail shopper, as outlined in level (8) of Article 2 of Regulation (EU) No 2017/565 because it types a part of home regulation by advantage of the European Union (Withdrawal) Act 2018 (the “EUWA”); (ii) a buyer throughout the which means of the provisions of the Monetary Companies and Markets Act 2000, as amended (“FSMA”) and any guidelines or laws made below the FSMA to implement Directive (EU) 2016/97, the place that buyer wouldn’t qualify as an expert shopper, as outlined in level (8) of Article 2(1) of Regulation (EU) No 600/2014 because it types a part of home regulation by advantage of the EUWA; or (iii) not a professional investor as outlined in Article 2 of Regulation (EU) 2017/1129 because it types a part of home regulation by advantage of the EUWA. Consequently, no key data doc required by Regulation (EU) No 1286/2014 because it types a part of home regulation by advantage of the EUWA (the “UK PRIIPs Regulation”) for providing or promoting the Sustainability-Linked Notes or in any other case making them accessible to retail traders within the UK has been ready and, subsequently, providing or promoting the Sustainability-Linked Notes or in any other case making them accessible to any retail investor within the UK could also be illegal below the UK PRIIPs Regulation.

UK MiFIR product governance / Skilled Buyers and ECPs Goal Market – Solely for the needs of every producer’s product approval course of made pursuant to UK MiFIR and UK MiFIR Product Governance Guidelines (as outlined beneath), the goal market evaluation in respect of the Notes has led to the conclusion that: (i) the goal marketplace for the Notes is simply eligible counterparties, as outlined within the FCA Handbook Conduct of Enterprise Sourcebook (“COBS”), {and professional} shoppers, as outlined in Regulation (EU) No. 600/2014 because it types a part of home regulation by advantage of the EUWA (“UK MiFIR”); and (ii) all channels for distribution of the Notes to eligible counterparties {and professional} shoppers are acceptable. Any individual subsequently providing, promoting or recommending the Notes (a “distributor”) ought to take into accounts the producers’ goal market evaluation; nevertheless, a distributor topic to the FCA Handbook Product Intervention and Product Governance Sourcebook (the “UK MiFIR Product Governance Guidelines”) is chargeable for endeavor its personal goal market evaluation in respect of the Notes (by both adopting or refining the producers’ goal market evaluation) and figuring out acceptable distribution channels.

About Constellium
Constellium (NYSE: CSTM) is a worldwide sector chief that develops revolutionary, worth added aluminium merchandise for a broad scope of markets and purposes, together with aerospace, automotive and packaging. Constellium generated €5.9 billion of income in 2019.

Ahead-looking Statements

Sure statements contained on this press launch could represent forward-looking statements throughout the which means of the Personal Securities Litigation Reform Act of 1995. This press launch could include “forward-looking statements” with respect to our enterprise, outcomes of operations and monetary situation, and our expectations or beliefs regarding future occasions and situations. You may establish forward-looking statements as a result of they include phrases comparable to, however not restricted to, “believes,” “expects,” “could,” “ought to,” “roughly,” “anticipates,” “estimates,” “intends,” “plans,” “targets,” possible,” “will,” “would,” “may” and related expressions (or the destructive of those terminologies or expressions). All forward-looking statements contain dangers and uncertainties. Many dangers and uncertainties are inherent in our business and markets, whereas others are extra particular to our enterprise and operations. These dangers and uncertainties embrace, however should not restricted to: market competitors; financial downturn; disruption to enterprise operations, together with the size and magnitude of disruption ensuing from the worldwide COVID-19 pandemic; the lack to fulfill buyer demand and high quality necessities; the lack of key prospects, suppliers or different enterprise relationships; the capability and effectiveness of our hedging coverage actions; the lack of key staff; ranges of indebtedness which may restrict our working flexibility and alternatives; and different danger components set forth below the heading “Threat Elements” in our Annual Report on Type 20-F, and as described every so often in subsequent studies filed with the U.S. Securities and Change Fee. The incidence of the occasions described and the achievement of the anticipated outcomes rely on many occasions, some or all of which aren’t predictable or inside our management. Consequently, precise outcomes could differ materially from the forward-looking statements contained on this press launch. We undertake no obligation to replace or revise any forward-looking assertion because of new data, future occasions or in any other case, besides as required by regulation.