julio 20, 2021 Announcements

Clarios Announces Launch of Initial Public Offering

Clarios today announced its initial public offering of 88,080,495 shares of its common stock and 10,000,000 shares of its series A mandatory convertible preferred stock pursuant to a registration statement on Form S-1 filed with the SEC.

MILWAUKEE--(BUSINESS WIRE)--Clarios International Inc. (“Clarios”), a world leader in advanced energy storage solutions, today announced the launch of the roadshow for its initial public offering (“IPO”) of 88,080,495 shares of its common stock (the “Common Stock”) and 10,000,000 shares of its series A mandatory convertible preferred stock (the “Mandatory Convertible Preferred Stock”) pursuant to a registration statement on Form S-1 filed with the Securities and Exchange Commission (“SEC”). Clarios’s sponsors, Brookfield Business Partners LP, Caisse de dépôt et placement du Québec and others have indicated that they or their affiliates may purchase up to approximately 26,315,790 shares of Common Stock in the offering at the same price as the price paid by the underwriters in the offering. Additionally, GIC Private Limited has entered into an agreement with Clarios pursuant to which it has agreed to purchase $250 million of Clarios’s common stock in a private placement at a per share price equal to the initial public offering price. Clarios intends to grant the underwriters the right to purchase up to an additional 13,212,074 shares of Common Stock and 1,500,000 shares of Mandatory Convertible Preferred Stock. The IPO price is currently expected to be between $17.00 and $21.00 per share. Clarios has applied to list its Common Stock and Mandatory Convertible Preferred Stock on the New York Stock Exchange under the ticker symbols BTRY and BTRY PRA, respectively.

Clarios intends to use the net proceeds received from the IPO to pay down debt.

BofA Securities and J.P. Morgan are acting as joint lead book-running managers for the offerings and as representatives of the underwriters for the offerings. Barclays, BMO Capital Markets, Credit Suisse, Deutsche Bank Securities, Goldman Sachs & Co. LLC, Citigroup, HSBC, RBC Capital Markets, Scotiabank, TD Securities, CIBC Capital Markets, and Guggenheim Securities are also serving as book-running managers. Credit Agricole CIB, ING, National Bank of Canada Financial Inc., Natixis, Santander and Siebert Williams Shank are acting as co-managers for the proposed offerings.

Each of the proposed offerings will be made only by means of a prospectus. Copies of the preliminary prospectus relating to each offering, when available, may be obtained from: BofA Securities, Attention: Prospectus Department, 200 North College Street, 3rd Floor, Charlotte, NC 28255, telephone: 1-800-294-1322 or email: dg.prospectus_requests@bofa.com; or J.P. Morgan Securities LLC, Attention: Broadridge Financial Solutions, 1155 Long Island Avenue, Edgewood, NY 11717 or by telephone at (866) 803-9204 or by email at prospectus-eq_fi@jpmorganchase.com.

A registration statement relating to these securities has been filed with the SEC but has not yet become effective. These securities may not be sold, nor may offers to buy be accepted, prior to the time the registration statement becomes effective. This press release does not constitute an offer to sell or the solicitation of an offer to buy these securities, nor shall there be any sale of these securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction. Any offers, solicitations or offers to buy, or any sales of securities will be made in accordance with the registration requirements of the Securities Act of 1933, as amended (“Securities Act”). This announcement is being issued in accordance with Rule 134 under the Securities Act.

Forward-Looking Statements:

This news release may contain forward-looking statements, which involve risks and uncertainties. Readers are cautioned not to place undue reliance on any of these forward-looking statements. These forward-looking statements speak only as of the date hereof. Clarios undertakes no obligation to update any of these forward-looking statements to reflect events or circumstances after the date of this news release or to reflect actual outcomes, unless required by law.

About Clarios:

Clarios is a world leader in advanced energy storage solutions. We partner with our aftermarket and original equipment customers to meet increasing market demand for smarter applications, on a global scale. Our 16,000 employees develop, manufacture and distribute a portfolio of evolving battery technologies for virtually every type of vehicle. Our technologies deliver uniquely sustainable, next-generation performance, and bring reliability, safety and comfort to everyday lives. We add value at every link in the supply chain, ensuring that up to 99% of the materials in our batteries are recovered, recycled and reused, contributing to the progress of the communities we serve and the planet we all share. Clarios is a subsidiary of Brookfield Business Partners.