Wendel in €300 Million Debt Exchange Offer and Private Placement

October 2, 2009

Cleary Gottlieb represented French investment company Wendel in a €300 million debt exchange and new issue aimed at extending its debt maturity profile.

The transaction consisted of an offer to holders of Wendel's existing 5.00% Bonds due 2011 to exchange these bonds for a reopening of Wendel's 4.875% Bonds due 2014, and also included a private placement of 2014 bonds for cash proceeds.

The exchange offer commenced on September 21 and expired on September 25, and the private placement took place on September 28. The transactions settled on October 2.

The exchange offer and private placement were conducted pursuant to Regulation S and targeted qualified investors in Europe. Societe Generale acted as Lead Structuring Adviser, Dealer Manager and Joint Lead Manager, and HSBC and Natixis acted as Dealer Managers and Joint Lead Managers.

Wendel is one of Europe’s leading investment firms. It invests in France and internationally, in companies that are leaders in their sectors, including Bureau Veritas, Legrand, Saint-Gobain, Materis, Deutsch, Stallergènes, Oranje-Nassau and Stahl, and in which it plays a hands-on role as an operational investor. Wendel posted 2008 consolidated sales of €5.4 billion. Wendel is listed in Paris on Euronext.