Press Release

EQS-Media / 18.03.2025 / 13:46 CET/CEST

Press Release

NOT FOR DISTRIBUTION, PUBLICATION OR RELEASE IN OR INTO THE UNITED STATES, CANADA, AUSTRALIA, JAPAN OR ANY OTHER JURISDICTION IN WHICH SUCH DISTRIBUTION, PUBLICATION OR RELEASE WOULD BE UNLAWFUL

IHO Verwaltungs GmbH announces sale of €200 million 6.750% / 7.500% Sustainability-Linked Senior Secured PIK Toggle Notes due 2029 and €120 million 7.000% / 7.750% Sustainability-Linked Senior Secured PIK Toggle Notes due 2031

HERZOGENAURACH, March 18, 2025. IHO Verwaltungs GmbH (the “Issuer”), a subsidiary of IHO Holding, today announced that it has agreed to issue €200 million in aggregate principal amount of its 6.750% / 7.500% Sustainability-Linked Senior Secured PIK Toggle Notes due 2029 (the “Additional 2029 Notes”) and €120 million in aggregate principal amount of its 7.000% / 7.750% Sustainability-Linked Senior Secured PIK Toggle Notes due 2031 (the “Additional 2031 Notes” and, together with the Additional 2029 Notes, the “Additional Notes”) in a private placement to institutional investors.

The Additional Notes will be issued under the Issuer’s indenture dated as of October 11, 2024 and will be part of the same series of notes as the Issuer’s €600 million 6.750% / 7.500% Sustainability-Linked Senior Secured PIK Toggle Notes due 2029 (the “Existing 2029 Notes”) and €400 million 7.000% / 7.750% Sustainability-Linked Senior Secured PIK Toggle Notes due 2031 (the “Existing 2031 Notes” and together with the Existing 2029 Notes, the “Existing Notes”), respectively. The Additional Notes will initially bear temporary Common Codes and temporary ISINs that differ from those of the Existing Notes, but will have the same ISINs and Common Codes as the Existing Notes issued in reliance on Regulation S after the time period specified in Regulation S, which is expected to be 40 days after the issue date of the Additional Notes.

The interest rates of the notes are linked to the achievement of specific sustainability targets based on IHO Verwaltungs GmbH’s Sustainability-Linked Financing Framework. Failure to achieve a relevant sustainability target would result in a 20 basis points increase in the interest rate for the relevant series of notes for their remaining term.

The Issuer intends to use the net proceeds of the private placement to repay indebtedness outstanding under its revolving credit facility.

The issuance of the Additional Notes remains subject to customary closing conditions.

Important notice

This announcement may not be distributed, published or released in or into the United States (including its territories and possessions), Canada, Australia or Japan or any other jurisdiction in which such distribution, publication or release would be unlawful.

This announcement is for information purposes only and does not constitute a prospectus or any offer to sell or the solicitation of an offer to buy any security in the United States of America or in any other jurisdiction. The Additional Notes have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the “Securities Act”), and may not be offered or sold in the United States of America absent registration or an exemption from registration under the Securities Act. The Additional Notes were sold in a private placement exempt from the registration requirements of the Securities Act and have accordingly been sold only to certain persons outside the United States who are not U.S. persons (as defined in the Securities Act) in compliance with Regulation S under the Securities Act.

This communication is not being distributed by, nor has it been approved for the purposes of section 21 of the Financial Services and Markets Act 2000 (as amended) (the “FSMA”) by, a person authorized under the FSMA. Accordingly, this communication is only directed at persons who (i) have professional experience in matters relating to investments and who qualify as investment professionals within the meaning of Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended (the “Financial Promotion Order”), (ii) are persons falling within Article 49(2)(a) to (d) (high net worth companies, unincorporated associations etc.) of the Financial Promotion Order, (iii) are outside the United Kingdom (“UK”), or (iv) are persons to whom an invitation or inducement to engage in investment activity (within the meaning of section 21 of the FSMA) in connection with the issue or sale of any securities may otherwise lawfully be communicated or caused to be communicated (all such persons together being referred to as “relevant persons”). Accordingly, by accepting this communication, the recipient warrants and acknowledges that it is such a relevant person. The communication is directed only at relevant persons and must not be acted or relied upon by persons who are not relevant persons. Any investment or investment activity to which this communication relates is available only to relevant persons and will be engaged in only with relevant persons.

The Additional Notes are not intended to be offered, sold or otherwise made available to and should not be offered, sold or otherwise made available to any retail investor in the European Economic Area (“EEA”). For these purposes, a retail investor means a person who is one (or more) of the following: (i) a “retail client” as defined in point (11) of Article 4(1) of Directive (EU) 2014/65 (as amended, “MiFID II”) or (ii) a customer within the meaning of Directive (EU) 2016/97 (as amended, the “Insurance Distribution Directive”), where that customer would not qualify as a professional client as defined in point (10) of Article 4(1) of MiFID II. Consequently, no key information document required by Regulation (EU) No 1286/2014 (as amended, the “PRIIPs Regulation”) for offering or selling the Additional Notes or otherwise making them available to retail investors in the EEA has been prepared and therefore offering or selling the Additional Notes or otherwise making them available to any retail investor in the EEA may be unlawful under the PRIIPs Regulation.

The Additional Notes are not intended to be offered, sold or otherwise made available to and should not be offered, sold or otherwise made available to any retail investor in the UK. For these purposes, a retail investor means a person who is one (or more) of: (i) a retail client, as defined in point (8) of Article 2 of Regulation (EU) No 2017/565 as it forms part of domestic law by virtue of the European Union (Withdrawal) Act 2018 (“EUWA”) or (ii) a customer within the meaning of the provisions of the FSMA and any rules or regulations made under the FSMA to implement the Insurance Distribution Directive, where that customer would not qualify as a professional client, as defined in point (8) of Article 2(1) of Regulation (EU) No 600/2014 as it forms part of domestic law by virtue of the EUWA. Consequently, no key information document required by Regulation (EU) No 1286/2014 as it forms part of domestic law by virtue of the EUWA (the “UK PRIIPs Regulation”) for offering or selling the Additional Notes or otherwise making them available to retail investors in the UK has been prepared and therefore offering or selling the Additional Notes or otherwise making them available to any retail investor in the UK may be unlawful under the UK PRIIPs Regulation.

Neither IHO Verwaltungs GmbH as the issuer, the placement agents nor their respective affiliates nor their respective employees or agents make any representations as to the suitability of the Additional Notes with respect to meeting environmental or sustainability criteria. Investors should make their own assessment of the Additional Notes from a sustainability perspective.

Forward-looking statements and projections

Certain statements in this announcement 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 announcement. Statements contained in this announcement 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:

Patrick Juchemich

IHO Holding – Treasury & Controlling

Phone: +49 9132 8364-325

E-mail: treasury@iho-holding.com

End of Media Release

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