LUXEMBOURG – JAB Holding Company s.à r.l. (“JAB Holding Company”) announced yesterday (April 5, 2022) that its indirect, wholly-owned subsidiary, JAB Holdings B.V. (the “Issuer”), has priced its offering of $500,000,000 aggregate principal amount of 4.500% sustainability-linked senior notes due 2052 (the “Notes”) in a private offering that is exempt from the registration requirements of the Securities Act of 1933, as amended (the “Securities Act”).
The Notes will be fully and unconditionally guaranteed by JAB Holding Company. The Notes priced at 98.254% of the principal amount thereof, which will result in aggregate gross proceeds of $491,270,000. The offering is expected to close on or about April 8, 2022, subject to customary closing conditions.
The offering of the Notes marks JAB Holding Company’s debut in sustainability-linked financing. This highlights JAB Holding Company’s commitment to environmental, social and governance related matters. Sustainability-linked securities are an emerging form of sustainable finance, with attributes including interest payments tied to an issuer’s achievement of key performance indicators and associated sustainability performance targets.
JAB Holding Company recently published a Sustainability-Linked Bond Framework and obtained a second party opinion on the framework from Sustainalytics.
The coupon of the Notes will be linked to three sustainability performance targets: (i) achieving a 46.2% reduction of absolute Scope 1 and Scope 2 greenhouse gas emissions by JAB Holding Company and its consolidated subsidiaries (the “Group”) by December 31, 2030, relative to the 2020 baseline of 56 metric tons of CO2e, (ii) having at least 95% of the Group’s investment portfolio companies (by invested capital at fair value) set SBTi-approved greenhouse gas emissions reduction targets by December 31, 2030 and (iii) achieving at least 30% representation of biological or self-identified women in non-executive board of directors positions at 100% of the Group’s portfolio companies by December 31, 2025. If the Group does not reach the stated targets by the applicable target dates, the interest payable on the Notes will be increased beginning in 2031.
The Issuer intends to use the net proceeds from the offering of the Notes for general corporate purposes, including to retire existing debt.
The Notes will be offered (a) to persons reasonably believed to be both (i) qualified institutional buyers pursuant to Rule 144A under the Securities Act and (ii) qualified purchasers as defined in Section 2(a)(51)(A) of the Investment Company Act of 1940, as amended (the “Investment Company Act”) and (b) outside the United States to persons other than “U.S. persons” as defined in Rule 902 under the Securities Act in offshore transactions in compliance with Regulation S under the Securities Act. The Notes have not been registered under the Securities Act and may not be offered or sold in the United States without registration or an applicable exemption from the registration requirements
About JAB Holding Company
JAB Holding Company invests in consumer-focused industries with attractive long-term dynamics, including strong growth prospects, attractive margin and cash flow characteristics, and proven resiliency. Together with JAB Consumer Partners, JAB Holding Company is the largest shareholder of Keurig Dr Pepper, a leader in the North American beverage market, and has controlling stakes in JDE Peet’s, the largest pure-play fast-moving consumer goods coffee company in the world; NVA, one of the world’s largest animal care services platforms; Independence Pet Group, a leading provider of pet insurance in the United States; Krispy Kreme Doughnut, a global leader in doughnuts and other premium-quality sweet treats; Panera Brands, one of the world’s largest fast casual restaurant companies, which includes Panera Bread, Caribou Coffee and Einstein Bagels; Pret A Manger, a leading company in the ready-to-eat food market; Espresso House, the largest branded coffee shop chain in Scandinavia. JAB Holding Company is also the largest shareholder in Coty Inc., a global leader in beauty, and owns luxury goods company Bally.
