Issuance of bonds to be converted into and/or exchangeable for new or
existing shares (OCEANE) maturing on 1 July 2018 for a nominal amount of
approximately EUR 550million, which may be increased to a maximum nominal
amount of approximately EUR 630million if the over-allotment option is
exercised in full.
Paris, 26 June 2013 – Alcatel-Lucent (Euronext Paris and NYSE: ALU,
the “Company”) announces that it has launched today an issuance of
OCEANE maturing on 1 July 2018 (the “Bonds”) in an initial nominal
amount of approximately EUR 550 million, which may be increased by 15% to
reach a maximum nominal amount of approximately EUR 630 million if the
over-allotment option granted to the Joint Lead Managers and Joint Bookrunners
is exercised in full at the latest on 1 July 2013.
The objective of the issuance, which is part of the Shift Plan
(Alcatel-Lucent’s three-year program to industrially reposition the company as
a specialist in IP Networking and Ultra-broadband, while significantly reducing
costs and addressing its debt profile), is to extend the maturity of the
The par value of each Bond will correspond to an issue premium between 30%
and 37% over Alcatel-Lucent’s reference share price on the regulated market of NYSE-Euronext in
Paris (“Euronext Paris”). The conversion / exchange ratio of the Bonds
will be one new or existing Alcatel-Lucent share per Bond, subject to potential
The Bonds will bear interest, at an annual rate of between 4.25% and 5%
payable semi-annually in arrears on 1 January and 1 July of each year,
commencing 1 January 2014 (or the following business day if such date is not a
business day). For the period from and including 3 July 2013, the issue date,
up to and including 31 December 2013, the amount of interest that will be
payable on 1 January 2014 (or on the following business day if such date is not
a business day) will be calculated prorata temporis.
The Bonds will be issued at par on 3 July 2013 and will be redeemed at par
on 1 July 2018. At the option of Alcatel-Lucent, the Bonds may be subject to an
early redemption under certain conditions.
The Bonds will be rated by Moody’s and Standard & Poor’s.
This transaction will be the subject of a prospectus, which will be
submitted to the approval of the Autorité des marchés financiers (the
“AMF”) in order to list the Bonds on Euronext Paris.
The determination of the final terms of the issuance is expected on 26 June
The Bonds will only be subject to a private placement in France and outside
France (but not in the United States of America, Canada, Australia or Japan) to
persons referred to in article L. 411-2-II of the French Monetary and
Financial Code (Code monétaire et financier), without a public offering
in any country (including France).
On 21 June 2013, Standard & Poor’s lowered the ratings of Alcatel-Lucent
and its subsidiary Alcatel-Lucent USA Inc from B to B- with a stable outlook.
Standard & Poor’s affirmed the B short-term ranking of Alcatel-Lucent, and
lowered the rating on the Senior Secured Credit Facilities issued by
Alcatel-Lucent USA Inc from BB- to B+, as well as the rating of the
Alcatel-Lucent group long-term unsecured debt from CCC+ to CCC.
Alcatel-Lucent’s long-term debt is rated Caa1 by Moody’s (rating date: 4
December 2012), with a negative outlook since 4 December 2012.
This press release does not constitute a subscription offer, and the
offering of the Bonds does not constitute a public offering in any country,
This is an abbreviated version of a more detailed press release which can be
found online at http://resources.alcatel-lucent.com/forms/press20130624EN.cfm
 The reference share price will be
the volume weighted average price of Alcatel-Lucent’s shares quoted on Euronext
Paris from the opening of trading on 26 June 2013 until the final terms of the
Bonds are determined.
This press release and the information contained herein do not constitute an
offer to sell or subscribe, nor the solicitation of an order to purchase or
subscribe, securities in any country.
This press release does not constitute a public offering of securities or a
subscription offer and shall not be considered as destined to solicit the
public interest with a view to a public offering in any country.
The Bonds will be offered only by way of private placement in France and
outside of France (except in the United States of America, Canada, Japan and
Australia) to persons referred to in article L. 411-2 II of the French Monetary
and Financial Code. The listing of the Bonds on the regulated market of NYSE
Euronext in Paris will be subject to a prospectus to be approved by the
The Bonds will not be offered, directly or indirectly, to the public in
France. Any offer of Bonds or distribution of any offering material relating to
the Bonds will be made in France only to (i) persons providing investment
services relating to portfolio management for the account of third parties
(personnes fournissant le service d’investissement de gestion de
portefeuille pour compte de tiers) or (ii) qualified investors acting for
their own account as defined under articles L. 411-2 et D. 411-1 of the French
Monetary and Financial Code and in accordance with articles L. 411-1 et L.
411-2 of the French Monetary and Financial Code.
Securities may not be offered or sold in the United States of America, or on
behalf or for the benefit of US persons (as such term is defined in Regulation
S under the US Securities Act) absent registration or an exemption from
registration under the U.S. Securities Act of 1933, as amended, (“US
Securities Act”). The securities referred to in this press release have not
been and will not be registered under the U.S. Securities Act and
Alcatel-Lucent does not intend to make a public offer of such securities in the
United States of America. This notice is issued pursuant to Rule 135(c) of the
U.S. Securities Act, as amended.
In member states of European Economic Area which have implemented Directive
2003/71/EC (as amended) (the “Prospectus Directive”) other than France,
this press release and any offer if made subsequently are directed exclusively
at persons who are “qualified investors” within the meaning of the Prospectus
Directive and any relevant implementing measures in the relevant member
This press release is not an invitation nor an inducement to engage in an
investment activity for the purpose of Section 21 of the Financial Services and
Markets Act 2000, as amended ("FSMA"). This press release is directed
only at (i) persons outside the United Kingdom, (ii) investment professionals
falling within Article 19(5) of the Financial Services and Markets Act 2000
(Financial Promotion) Order 2005 (the “Regulation”), (iii) persons
referred to in Article 49(2) (a) to (d) of the Regulation (high net worth
entities, non-registered associations, etc.) and (iv) other persons to whom
this document may be lawfully communicated (all persons listed in (i), (ii),
(iii) and (iv) above being referred to as “Relevant Persons”). The Bonds
are available only to, and any invitation, offer or agreement to subscribe,
purchase or otherwise acquire such Bonds will be engaged in only with, Relevant
Persons. Any person who is not a Relevant Person must not act or rely on this
document or any of its contents.
The release, publication or distribution of this press release in certain
jurisdictions may be restricted by laws or regulations. Therefore, persons in
such jurisdictions into which this press release is released, published or
distributed must inform themselves about and comply with such laws or
The stabilizing agent (or any other institution acting on its behalf) will
have the ability, but not the obligation as from the moment on which the final
terms of this transaction become public, i.e., on 26 June 2013, to intervene so
as to stabilize the market for the Bonds and/or possibly the Company’s shares
in accordance with applicable laws and regulations, and in particular
Regulation (EC) no. 2273/2003 of the Commission dated 22 December 2003. Such
interventions may be interrupted at any time, if any, but at the latest on 1
July 2013. Such interventions may stabilize the price of the Company’s shares
and of the Bonds. Such interventions may also affect the price of the Company’s
shares and of the Bonds and could result in such prices being higher than those
that might otherwise prevail.