REG-Caterpillar Inc: Caterpillar Financial Commences Exchange Offers <Origin Href="QuoteRef">CAT.N</Origin>

CaterpillarAnnouncement

07/09/2016 14:25

Caterpillar Financial Commences Exchange Offers for Outstanding Existing
Medium-Term Notes Due 2017, April 2018 and October 2018 from Eligible Holders

NASHVILLE, Tenn., Sept. 7, 2016 -- Caterpillar Financial Services Corporation,
a wholly owned subsidiary of Caterpillar Inc. (NYSE: CAT) (the "Company"),
announced today the commencement of offers to exchange its outstanding
medium-term notes as set forth in the table below (collectively, the "Existing
Notes") for a combination of a new issue of the Company's Medium-Term Notes,
Series H due 2021 (the "New Notes") and cash (the "Exchange Offers").

The purpose of the Exchange Offers is to reduce the weighted average cost of
debt for the Company by refinancing Existing Notes with New Notes at a lower
coupon than the respective coupons applicable to all series of the Existing
Notes and extend the maturity of the debt obligations associated with the
Existing Notes during a time of favorable market conditions.

The Exchange Offers are being conducted by the Company upon the terms and
subject to the conditions set forth in a confidential offering memorandum,
dated September 7, 2016 (the "Confidential Offering Memorandum"), and the
related letter of transmittal (the "Letter of Transmittal").

The Exchange Offers are only being made to, and copies of the offering
documents will only be made available to, a holder of Existing Notes that has
certified its status as (1) a person in the United States who is a "qualified
institutional buyer" as defined in Rule 144A under the Securities Act of 1933,
as amended (the "Securities Act"), or (2) a person outside the United States
who is not a "U.S. person," as that term is defined in Rule 902 under the
Securities Act, and, in each case, if resident and/or located in any member
state of which has implemented provisions of the EU Prospectus Directive
(each, a "Relevant Member State"), who has also certified that it is a
"qualified investor" as defined in Article 2(1)(e) of the EU Prospectus
Directive (each, an "Eligible Holder"). "EU Prospectus Directive" means the
European Union's Directive 2003/71/EC (as amended, including pursuant to
Directive 2010/73/EU) as implemented in the Relevant Member State. The
Confidential Offering Memorandum is not a prospectus for the purposes of the
EU Prospectus Directive, and the Exchange Offers will only be made pursuant to
an exemption under the EU Prospectus Directive from the requirement to produce
a prospectus in connection with offers of the New Notes.

The following table sets forth the Existing Notes that are subject to the
Exchange Offers:

   CUSIP                        Title of                        Principal     Fixed         Early       New Notes           Reference           
   Number                        Security                         Amount      Spread    Participation    Component        U.S. Treasury         
                                                                Outstanding   (basis       Premium                           Security           
                                                                              points)                                                           
 14912L3K5  Medium-Term Notes, Series F, 5.85% Notes due 2017  $400,000,000      5       $30 in cash       $800     0.625% due August 31, 2017  
 14912L3U3  Medium-Term Notes, Series F, 5.45% Notes due 2018  $750,000,000      5       $30 in cash      $1,000     0.75% due August 31, 2018  
 14912L4D0  Medium-Term Notes, Series F, 7.05% Notes due 2018  $550,000,000     20       $30 in cash       $950      0.75% due August 31, 2018  

Upon the terms and subject to the conditions of the Exchange Offers set forth
in the Confidential Offering Memorandum, the Company is making three separate
exchange offers to Eligible Holders to exchange any and all of the Company's
outstanding (1) Medium-Term Notes, Series F, 5.85% Notes due 2017, (2)
Medium-Term Notes, Series F, 5.45% Notes due 2018 and (3) Medium-Term Notes,
Series F, 7.05% Notes due 2018 for the New Notes and cash.

The total exchange price for the Existing Notes will be based on a
fixed-spread pricing formula using the bid-side yield applicable on the
applicable Reference U.S. Treasury Security set forth in the table above and
the applicable fixed spread set forth in the table above, and will be
calculated at 11:00 a.m., New York City time, on September 21, 2016, unless
the early participation date (as described below) is extended by more than two
full business days, in which case a new date and time may be established with
respect to the Exchange Offers, and will be paid in a combination of New Notes
and cash in an aggregate principal amount determined as set forth in the
Confidential Offering Memorandum. The total exchange price will include an
early participation premium in an amount set forth on the cover of the
Confidential Offering Memorandum payable in cash only to Eligible Holders who
validly tender and who do not validly withdraw their Existing Notes prior to
the early participation date of 5:00 p.m., New York City time, on September
20, 2016, subject to any extension by the Company.

The New Notes will mature on October 1, 2021 and will bear interest at a rate
per annum equal to the sum of (i) the bid-side yield on the 1.125% U.S.
Treasury Security due August 31, 2021 ("5-Year Treasury") (based on the
bid-side price indicated on the Bloomberg reference page PX 1 at such date and
time) and (ii) .70/% (70 basis points). The New Notes constitute a part of a
series of the Company's debt securities designated as Medium-Term Notes,
Series H.

The Exchange Offers will expire at 11:59 p.m., New York City time, on October
4, 2016, unless extended by the Company. Tenders of Existing Notes in the
Exchange Offers may be validly withdrawn at any time prior to 5:00 p.m., New
York City time, on September 20, 2016, subject to extension by the Company,
but not thereafter, except in certain limited circumstances where additional
withdrawal rights are required by law.

The Exchange Offers are subject to certain conditions, including (i) the
condition that the Company receives valid tenders that are not validly
withdrawn of enough Existing Notes so that at least $250,000,000 aggregate
principal amount of New Notes will be issued in exchange for Existing Notes,
(ii) the condition that the combination of the yield of the New Notes and the
total exchange price or exchange price for the applicable series of Existing
Notes would result in the New Notes and such Existing Notes not being treated
as "substantially different" under the Accounting Standards Codification
Subtopic 470-50 (Modifications and Extinguishments) and (iii) with respect to
any Existing Notes validly tendered pursuant to any Exchange Offer that will
be exchanged on the final settlement date, the condition that the Company
determines that the New Notes to be issued on the final settlement date in
such Exchange Offer will be treated as part of the same issue as the New
Notes, if any, issued on the early settlement date for U.S. federal income tax
purposes pursuant to specified tests.

The New Notes have not been registered under the Securities Act or any state
securities laws. Therefore, the New Notes may not be offered or sold in the
United States absent registration or an applicable exemption from the
registration requirements of the Securities Act and any applicable state
securities laws. The Company will enter into a registration rights agreement
with respect to the New Notes.

Documents relating to the Exchange Offers will only be distributed to holders
of the Existing Notes that complete and return a letter of eligibility
confirming that they are Eligible Holders. Holders of the Existing Notes that
desire a copy of the eligibility letter may contact D.F. King & Co., Inc., the
information agent for the Exchange Offers, by calling toll-free (888) 540-8597
or collect (232) 269-5550 (banks and brokerage firms) or e-mailing
cat@dfking.com. Holders of the Existing Notes may also complete and submit a
letter of eligibility online at http://www.dfking.com/cat.

This press release is not an offer to sell or a solicitation of an offer to
buy any security. The Exchange Offers are being made solely pursuant to the
Confidential Offering Memorandum and related Letter of Transmittal and only to
such persons and in such jurisdictions as is permitted under applicable law.

This press release contains certain statements that may be considered
"forward-looking statements" as that term is defined in the Private Securities
Litigation Reform Act of 1995. These statements may relate to future events or
the Company's future financial performance, which may involve known and
unknown risks and uncertainties and other factors that may cause the Company's
actual results, levels of activity, performance or achievement to be
materially different from those expressed or implied by any forward-looking
statements. Forward-looking statements give current expectations or forecasts
of future events about the Company. You may identify these statements by the
fact that they do not relate to historical or current facts and may use words
such as "believes," "expects," "estimates," "anticipates," "will," "should,"
"plan," "project," "intend," "could" and similar words or phrases. These
statements are only predictions.

About Caterpillar Financial Services Corporation
Caterpillar Financial Services Corporation is a wholly owned finance
subsidiary of Caterpillar Inc. The Company's primary business is to provide
retail and wholesale financing alternatives for Caterpillar Inc. products to
customers and dealers around the world. Retail financing is primarily
comprised of financing of Caterpillar Inc. equipment, machinery and engines.
In addition, the Company also provides financing for vehicles, power
generation facilities and marine vessels that, in most cases, incorporate
Caterpillar Inc. products. The Company also provide wholesale financing to
Caterpillar Inc. dealers and purchase short-term dealer receivables from
Caterpillar Inc. The various financing plans that the Company offers are
primarily designed to increase the opportunity for sales of Caterpillar Inc.
products and generate financing income for the Company. A significant portion
of the Company's activities is conducted in North America. However, the
Company has additional offices and subsidiaries in Asia-Pacific, Europe and
Latin America. The Company has more than 30 years of experience in providing
financing for Caterpillar Inc. products, contributing to the Company's
knowledge of asset values, industry trends, product structuring and customer
needs.

CONTACT: Rachel Potts, Global Government & Corporate Affairs, 309-675-6892,
Potts_Rachel_A@cat.com



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