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ZF North America Capital Inc.
/ Key word(s): Bond/Bond
NOT FOR DISTRIBUTION IN OR INTO OR TO ANY PERSON LOCATED OR RESIDENT IN ANY JURISDICTION WHERE IT IS UNLAWFUL TO DISTRIBUTE THIS ANNOUNCEMENT.
ZF North America Capital, Inc. in respect of its USD 600,000,000 6.875 per cent. notes due 2028 (Rule 144A CUSIP No.: 98877DAD7 / ISIN: US98877DAD75 and Regulation S CUSIP No.: U98737AF3 / ISIN: USU98737AF34) (unconditionally and irrevocably guaranteed by ZF Friedrichshafen AG),
ZF Europe Finance B.V. in respect of its EUR 167,300,000 2.500 per cent. notes due 2027 (ISIN: XS2010039977), and EUR 800,000,000 4.750 per cent. notes due 2029 (ISIN: XS2757520965) (unconditionally and irrevocably guaranteed by ZF Friedrichshafen AG), and
ZF Finance GmbH in respect of its EUR 68,900,000 2.000 per cent. notes due 2027 (ISIN: XS2338564870), EUR 265,000,000 2.250 per cent. notes due 2028 (ISIN: XS2399851901), and EUR 750,000,000 3.750 per cent. notes due 2028 (ISIN: XS2231331260) (unconditionally and irrevocably guaranteed by ZF Friedrichshafen AG)
hereby announce the indicative Maximum Acceptance Amount in relation to the Tender Offer.
October 27, 2026. ZF North America Capital, Inc., ZF Europe Finance B.V. and ZF Finance GmbH (each an “Offeror”, and together the “Offerors”) refer to their announcement of October 26, 2026 in respect of: (i) the invitation by ZF North America Capital, Inc. to holders of its outstanding USD 600,000,000 6.875 per cent. notes due 2028 (Rule 144A CUSIP No.: 98877DAD7 / ISIN: US98877DAD75 and Regulation S CUSIP No.: U98737AF3 / ISIN: USU98737AF34) (the “2028 USD Notes”) issued by ZF North America Capital, Inc. and unconditionally and irrevocably guaranteed by ZF Friedrichshafen AG to tender these notes for purchase by ZF North America Capital, Inc. for cash up to the Maximum Acceptance Amount (as defined below), provided that ZF North America Capital, Inc. will only accept for purchase up to USD 200 million aggregate principal amount of 2028 USD Notes (the “2028 USD Notes Cap”);
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