TRATON SE: Announcement of material transactions with related parties in accordance with section 111c of the German Stock Corporation Act
Munich, 7 November 2020 - On 7 November 2020, TRATON SE ("TRATON"), as borrower, has concluded a bridge financing in the form of a loan agreement with Volkswagen International Luxemburg S.A. ("VIL"), a wholly owned subsidiary of VOLKSWAGEN AKTIENGESELLSCHAFT ("Volkswagen"), as lender, for financing of the acquisition of all common shares in the US truck manufacturer Navistar International Corporation ("Navistar") not already held by TRATON. As Volkswagen indirectly holds a stake of 89.72% in TRATON via Volkswagen Finance Luxemburg S.A., VIL is therefore a related party of TRATON in accordance with section 111a of the German Stock Corporation Act. The conclusion of the loan agreement required the approval of the supervisory board of TRATON in accordance with section 111b of the German Stock Corporation Act. The ad-hoc-committee of the supervisory board of TRATON formed for this purpose approved the conclusion of the loan agreement on 7 November 2020.
Under the loan agreement, VIL, as lender, will provide TRATON with an unsecured intra-group loan with a term of between 12 and 18 months (with an option for TRATON to extend the term twice for a further six months each time), consisting of a bullet repayment loan of EUR 3.3bn with an interest rate based on EURIBOR plus a margin of 1.00% p.a. If the loan facility is extended beyond the original term of between 12 and 18 months, the margin will increase by 0.25 percentage points for each extension. In addition, TRATON must pay a commitment fee of 35% of the applicable margin for the unused portion of the loan facility.
This bridge financing will be provided at market conditions which are customary for such loans. The loan agreement contains information obligations, general obligations and termination rights, which, from TRATON's point of view, are in any event at arm's length terms.
TRATON may prematurely repay (in whole or in part) any amounts drawn under the loan facility (plus accrued interest, but without prepayment penalties). From (and including) 1 January 2022, TRATON is also obliged to early (partial) repayment if - depending on certain thresholds and exceptions - TRATON raises funds on the equity or debt capital markets or sells assets of a certain amount.
TRATON was assisted by independent external experts in preparing the conclusion of the agreement.
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