* Schaeffler stake in Continental to drop to 49.9 pct
* Net proceeds expected of about 1.6 bln euros-CFO
* Holding Co's debt to then drop to about 3.5 bln euros
* Schaeffler family agrees to 6-month lock-up period
* Continental shares fall 2.5 pct, lag German blue chips
By Christiaan Hetzner
FRANKFURT, Sept 24 German automotive parts
supplier Schaeffler is selling shares of partner Continental AG
currently worth about 1.69 billion euros ($2.18
billion), reducing its stake to 49.9 percent and lopping off a
chunk of its debt in the process.
The sale further unwinds one of the most debt-fuelled
acquisition deals in German corporate history, executed just as
Lehman Brothers filed for bankruptcy in 2008.
In a statement after the market closed on Monday, Schaeffler
said its two German private banks, M.M. Warburg and Bankhaus
Metzler, will place with investors as part of an accelerated
bookbuilding offering about 20.8 million shares -- or roughly
10.4 percent of tyre maker Continental's outstanding shares.
"Roughly 1.6 billion should result (in net proceeds), but we
need to wait until tomorrow," finance chief Klaus Rosenfeld told
reporters during a conference call.
Two sources told Reuters the placement would likely be
priced between 77.50-79.30 euros, a discount to Monday's closing
price of 81.49 euros yet still higher than the 75 euros
Schaeffler first agreed to offer investors in August 2008.
The proceeds from the sale will go entirely to reducing just
over 5 billion euros in debt weighing on Schaeffler Holding,
which Rosenfeld said would amount to about 3.5 billion euros
after the transaction.
During a conference call with reporters, the Schaeffler CFO
declined to say if the company planned to sell further
Continental shares despite his company's announcement that the
Schaeffler family had agreed to a six-month lockup period.
The group nearly bankrupted itself in a debt-financed
attempt to swallow Continental, a company three times its size.
After Lehman collapsed and equity prices swooned, Continental
shareholders rushed to dump their stock with Schaeffler,
saddling it with more than the 49.9 percent it originally aimed
for. The rest had to be parked with two private banks as per an
agreement with Continental.
Schaeffler later agreed with its handful of lenders to hive
off its operating assets into a separate company and divvy up
its near 12 billion euros in debt between the two.
Ball bearings and clutch maker Schaeffler AG, the operating
unit, shouldered debt of 7.09 billion euros at the end of June.
This is more than triple its earnings before interest, taxes,
depreciation and amortisation (EBITDA) over the previous 12
Rosenfeld said the deal was so fresh that it hadn't even
alerted Continental about the share placement, let alone the
credit rating agencies that have assigned Schaeffler AG a "B+"
"We'll have to see how they react to it," he said.
Schaeffler Holding's reduction in debt could also relieve
some of the pressure weighing on Continental, since rating
agencies have said the latter's "BB-" is linked closely to the
financial risk posed by Schaeffler.
In May, Standard & Poor's said it would assign Continental
an investment grade rating were it a stand-alone company.
Goldman Sachs leads the consortium placing the
Continental shares. Commerzbank and UniCredit's
German unit HVB are co-bookrunners.
Continental's shares have gained almost 74 percent so far
this year, winning them promotion to the Dax index of
30 leading German shares. On their first day of trading on the
Dax on Monday they closed down 2.5 percent at 81.49 euros.