Press Release

IHO Holding launches EUR 3.3 billion refinancing 

•	Issuance of bonds totaling EUR 2.5 billion equivalent with 5, 7 and 10 years maturities in Euros and U.S. Dollars 
•	Repayment of existing EUR 1.7 billion equivalent bonds and partial prepayment of Schaeffler AG Loan Note 
•	New EUR 800 million credit agreement signed with four international banks

HERZOGENAURACH, September 7, 2016.  Today, IHO Holding, a group of holding companies indirectly owned by the Schaeffler Family, announces a EUR 3.3 billion equivalent refinancing of existing indebtedness. The objective of the refinancing is to refinance all EUR 1.7 billion equivalent existing IHO Holding bonds, partially prepay the EUR 1.7 billion existing Schaeffler AG Loan Note, reducing it to approximately EUR 1.0 billion, and replace the existing credit agreement with a new agreement on improved terms. The refinancing will extend the debt maturity profile of IHO Holding and further optimize financing costs. 
The refinancing package includes the issuance of EUR 2.5 billion equivalent Senior Secured PIK toggle notes denominated in Euros and U.S. Dollars with maturities of 5, 7 and 10 years. The tranche sizes and the final terms will be determined over the next few days. 
The proceeds from the bond issuance will be used to fully redeem all existing bonds at IHO Holding totaling approximately EUR 1.7 billion equivalent with coupons ranging from 5.75% to 6.875%, to pay redemption costs, and for the partial prepayment of the existing Schaeffler AG Loan Note in the amount of EUR 674 million. 
The new EUR 800 million credit agreement that has been signed with four international banks includes a term loan in the amount of EUR 600 million and a revolving credit facility in the amount of EUR 200 million, all of which were agreed with improved terms and conditions. The new term loan and revolving credit facility mature in September 2021.
Standard & Poor’s and Moody’s will publish their respective rating outcomes shortly.

Important Notice 

This announcement does not contain or constitute an offer of, or the solicitation of an offer to buy or subscribe for, securities to any person in Australia, Canada, Japan, or the United States of America or in any jurisdiction to whom or in which such offer or solicitation is unlawful. Subject to certain exceptions, the securities referred to herein may not be offered or sold in Australia, Canada, Japan or the United States of America or to, or for the account or benefit of, any national, resident or citizen of Australia, Canada, Japan or the United States of America. The offer and sale of the securities referred to herein has not been and will not be registered under the applicable securities laws of Australia, Canada, Japan or the United States of America. There will be no public offer of the securities in any jurisdiction. 

The securities referred to herein will not be registered under the U.S. Securities Act of 1933, as amended (the “U.S. Securities Act”), or any U.S. State security laws and may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements of the U.S. Securities Act. 

This document has been prepared on the basis that there was no public offering in connection with this transaction nor will there be a public offering of the securities. No approved prospectus was or will be prepared in connection with this transaction. Any offer of securities in any Member State of the European Economic Area (”EEA”) which has implemented the Prospectus Directive (2003/71/EC), as amended, including any relevant implementing measures to implement the Directive 2010/73/EU, (each, a “Relevant Member State”) will only be made if no prospectus for offers of securities has to be published. Accordingly any person making or intending to make any offer in that Relevant Member State of securities which are the subject of the placement contemplated in this announcement may only do so in circumstances in which no obligation arises for Schaeffler to publish a prospectus pursuant to Article 3 of the Prospectus Directive (as amended by the Directive 2010/73/EU, to the extent such amendments have already been implemented in the Relevant Member State) or supplement a prospectus pursuant to Article 16 of the Prospectus Directive (as amended by the Directive 2010/73/EU, to the extent such amendments have already been implemented in the Relevant Member State), in each case, in relation to such offer. Schaeffler has not authorized, nor does it authorize, the making of any offer of securities in circumstances in which an obligation arises for Schaeffler to publish or supplement a prospectus for such offer. 

Forward-looking statements and projections 
Certain statements in this press release are forward-looking statements. By their nature, forward-looking statements involve a number of risks, uncertainties and assumptions that could cause actual results or events to differ materially from those expressed or implied by the forward-looking statements. These risks, uncertainties and assumptions could adversely affect the outcome and financial consequences of the plans and events described herein. No one undertakes any obligation to publicly update or revise any forward-looking statement, whether as a result of new information, future events or otherwise. You should not place any undue reliance on forward-looking statements which speak only as of the date of this press release. Statements contained in this press release regarding past trends or events should not be taken as representation that such trends or events will continue in the future. The cautionary statements set out above should be considered in connection with any subsequent written or oral forward-looking statements that Schaeffler, or persons acting on its behalf, may issue. 

CONTACT:
Christoph Beumelburg, Head of Investor Relations IHO Holding
Tel. +49 9132  82-4440