SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 6-K
REPORT OF FOREIGN PRIVATE ISSUER
Pursuant to Rule 13a-16 or 15d-16 of the
Securities Exchange Act of 1934
For the month of: November 2003
Commission File Number: 001-16429
ABB Ltd
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(Exact name of registrant as specified in charter)
N/A
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(Translation of registrant's name into English)
Switzerland
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(Jurisdiction of organization)
P.O. Box 8131, Affolternstrasse 44, CH-8050, Zurich, Switzerland
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(Address of principal executive offices)
Registrant's telephone number, international: + 011-41-43-317-7111
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Indicate by check mark whether the registrant files or will file annual reports
under cover of Form 20-F or Form 40-F.
Form 20-F X Form 40-F
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Indicate by check mark whether the registrant by furnishing the information
contained in this Form is also thereby furnishing the information to the
Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934.
Yes No X
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If "Yes" is marked, indicate below the file number assigned to the registrant in
connection with Rule 12g3-2(b): 82-________
Introduction
In this Form 6-K, "the ABB Group," "ABB," "we," "our" and "us" refer to ABB
Ltd and its consolidated subsidiaries (unless the context otherwise requires).
In addition, the term "Shares" refers to the registered shares, par value CHF
2.50 each, of ABB Ltd.
ABB, in light of its (i) capital strengthening program (involving a share
capital increase of 840,006,602 Shares through the allocation of subscription
rights to eligible holders of Shares (the "Rights Offering"), an offering of
6.50% bonds due 2011 for aggregate proceeds of EUR 650 million and the entry
into a three-year $1 billion credit facility); and (ii) entry into a preliminary
agreement to sell its Oil, Gas and Petrochemicals business, hereby provides
certain additional information to the Securities and Exchange Commission.
In this respect, attached are (i) a description of recent developments;
(ii) a description of ABB's capital strengthening program; (iii) a description
of ABB's three-year $1 billion credit facility; and (iv) a capitalization table
reflecting the projected effects of the capital strengthening program.
The information in this Form 6-K is not intended to provide an update or
restatement of ABB's Form 20-F with respect to the fiscal year ended December
31, 2002.
THE MATERIAL SET FORTH HEREIN IS FOR INFORMATIONAL PURPOSES ONLY AND IS NOT
INTENDED, AND SHOULD NOT BE CONSTRUED, AS AN OFFER TO SELL, OR AS A SOLICITATION
OF AN OFFER TO PURCHASE, ANY SECURITIES. THE SECURITIES DESCRIBED HEREIN HAVE
NOT BEEN AND WILL NOT BE REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS
AMENDED, OR THE LAWS OF ANY STATE, AND MAY NOT BE OFFERED OR SOLD WITHIN THE
UNITED STATES, EXCEPT PURSUANT TO AN EXEMPTION FROM, OR IN A TRANSACTION NOT
SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND APPLICABLE
STATE LAWS. THE COMPANY DOES NOT INTEND TO MAKE A PUBLIC OFFERING OF SECURITIES
IN THE UNITED STATES.
RECENT DEVELOPMENTS
Recent Divestitures
In October 2003, we entered into a preliminary agreement with a consortium,
consisting of Candover Partners Limited, JP Morgan Partners LLC and 3i Group
PLC, regarding the sale of most of the upstream business of our Oil, Gas and
Petrochemicals division. The sale of the business is subject to, among other
things, finalization and execution of definitive documentation and the legal
compliance review undertaken by the buyer and us. The purchase price indicated
for the sale in the preliminary agreement is $975 million whereof $925 million
is in the form of cash and $50 million in the form of a note which is subject to
reduction based on the financial results of the business in 2004. The purchase
price is contemplated to be subject to adjustments in connection with closing of
the transaction based on the assets and liabilities of the business at the
closing and taking into account the financial results of the business from
December 31, 2002 through the closing. Net cash proceeds from the transaction
cannot be accurately estimated at the present time. The legal and compliance
review undertaken by the buyer and us follows our public disclosure of
potentially improper payments in an African country in the upstream business.
Subsequently, we uncovered a limited number of additional improper payments in
the upstream business in three countries in Africa, Central Asia, and South
America, which we have recently voluntarily disclosed to the U.S. Department of
Justice and the SEC. The review is designed to discover whether there are other
instances of non-compliance in the upstream business.
In September 2003, we entered into an agreement to sell ABB Export Bank,
subject to the approval of the Swiss Federal Banking Commission and other
customary conditions. Also in September 2003, we sold our Building Systems
business in several countries, principally Belgium and the Netherlands, for
aggregate proceeds of approximately $15 million. In August 2003, we sold our
Building Systems business in Sweden, Norway, Denmark, Finland, Russia and the
Baltics to YIT Corporation of Helsinki, Finland for approximately $185 million
and agreed to sell our Building Systems business in Austria. We also sold
portions of our Structured Finance and Equity Ventures businesses in 2002 and
2003.
Issuance of Convertible Bonds
In September 2003, ABB International Finance Limited, our wholly owned
indirect subsidiary, issued CHF 1 billion aggregate principal amount of
convertible unsubordinated bonds due 2010, which are convertible into Shares.
The bonds pay interest annually in arrears at a fixed annual rate of 3.50%, and
each CHF 5,000 principal amount of bonds is convertible into 418.41004 fully
paid Shares at an initial conversion price of CHF 11.95. The conversion price is
subject to adjustment provisions to protect against dilution or change of
control. The bonds are convertible at the option of the bondholder at any time
from October 21, 2003 up to and including the tenth business day prior to
September 10, 2010. As of September 30, 2003, we have reserved 83,682,008 Shares
for issuance upon conversion of the bonds. We may, at any time on or after
September 10, 2007, redeem the outstanding bonds at par plus accrued interest
if, for a certain number of days during a specified period of time, the official
closing price of our Shares on the relevant exchange has been at least 150% of
the conversion price. In addition, at any time prior to maturity, we can redeem
the outstanding bonds at par plus accrued interest, if at least 85% in aggregate
of the principal amount of bonds originally issued have been redeemed, converted
or purchased and cancelled. We have the option to redeem the bonds when due in
cash, Shares or any combination thereof. The net proceeds of this transaction
have been used to refinance existing bank facilities, to extend the average term
of our debt and to diversify further our funding sources.
THE CAPITAL STRENGTHENING PROGRAM
In October 2003, we announced a three-component capital strengthening
program designed to provide a stronger base for the future growth of our core
divisions, to further deleverage our balance sheet and to give us more
flexibility, particularly with regard to our divestment program.
The Rights Offering
The first component of the capital strengthening program is the Rights
Offering. On November 20, 2003, our shareholders approved the issuance of
840,006,602 new Shares pursuant to the Rights Offering. The Rights Offering is
being fully underwritten by a group of banks, which have agreed to underwrite
840,006,602 Shares at an issue price of CHF 4.00 per Share. This represents an
approximately 50% discount to the closing Share price of CHF 8.03 on November
19, 2003, providing for gross proceeds equivalent to approximately $2.5 billion
(subject to fluctuations in exchange rates).
The underwriting agreement relating to the Rights offering enables the
joint global coordinators for the Rights Offering, acting on behalf of the
underwriters, to terminate or cancel the Rights Offering in certain limited
circumstances prior to the closing date for the Rights Offering. Among other
things, the joint global coordinators for the Rights Offering, acting on behalf
of the underwriters, have the right to terminate the Rights Offering in the
event of (i) any interference with the business of ABB Ltd or its subsidiaries
which has or may have a material adverse effect on ABB Ltd and its subsidiaries,
taken as a whole, due to any crisis, war, dispute or court or governmental
action, other than as set forth therein, (ii) any change in the share capital of
ABB Ltd, other than as contemplated therein, (iii) any material adverse effect,
or any development reasonably likely to involve a prospective material adverse
effect, affecting the consolidated financial condition, the prospects or
liquidity of ABB Ltd and its subsidiaries, taken as a whole, other than as set
forth in the prospectus relating to the Rights Offering, or affecting the
statutory solvency of ABB Ltd, other than as set forth in such prospectus. In
addition, ABB Ltd has agreed to maintain at all times through to the closing
date for the Rights Offering a long-term unsecured debt rating of either (i) at
least BB- (with negative outlook) by Standard & Poor's Rating Services or (ii)
at least B1 (with negative outlook) by Moody's Investors Service. If ABB Ltd
fails to comply with this covenant, the joint global coordinators for the Rights
Offering, acting on behalf of the underwriters, may terminate or cancel the
Rights Offering.
New Credit Facility
The second component consists of a three-year $1 billion credit facility
for general corporate purposes which we entered into on November 17, 2003. The
facility will become available on December 10, 2003, subject to the completion
of the Rights Offering and certain other conditions. Although we do not
currently intend to draw on this facility, it should provide us with additional
financial flexibility. See "The New Credit Facility" below.
Bond Offering
The third component consists of an offering of 6.50% bonds due 2011 for
aggregate proceeds of (euro)650 million (approximately $750 million). Our
receipt of the proceeds from the bond offering is subject to the completion of
our share capital increase and certain other conditions. On November 24, 2003,
the issue date of the bonds, the net proceeds of the bond offering were
deposited into escrow. If the Rights Offering has not closed on or prior to
December 31, 2003, the proceeds from the bond offering will be used to fund a
mandatory redemption of the bonds. If the Rights Offering is completed on or
prior to December 31, 2003, the escrowed funds will be released to us. We intend
to use the proceeds from the bond to adjust our debt repayment schedule over the
coming years, further extending our debt maturity profile.
Estimated Pro Forma Sources and Uses of Proceeds
from the Capital Strengthening Program
The following table provides a pro forma summary as of September 30, 2003
of the estimated impact of the capital strengthening program. The amounts shown
in respect of the net proceeds expected to be received from the Rights Offering
and the bond offering, as well as the corresponding increase in cash and
equivalents, are based on our current estimates. The amounts shown in respect of
the repayment of our existing $1.5 billion credit facility and certain debt
securities have been derived from our Interim Consolidated Financial Statements
(filed with the Securities and Exchange Commission on Form 6-K on October 29,
2003).
Sources Uses
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($ in millions) ($ in millions)
Repayment of existing $1.5 billion
New credit facility (initial drawings)......... 0 credit facility......................... 753(2)
Repayment of debt securities maturing up
Bond offering.................................. 750(1) to December 31, 2003.................... 365(2)
The Rights Offering............................ 2,500(1) Estimated transaction expenses.......... 130(3)
Increase in cash and equivalents........ 2,002
Total sources of proceeds...................... 3,250 Total uses of proceeds.................. 3,250
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(1) Rounded to nearest ten million.
(2) Based on amounts included in the Interim Consolidated Financial Statements
and using exchange rates as of that date.
(3) Estimated underwriting commissions and fees. Of the estimated transaction
expenses of $130 million, $100 million relate to expenses in connection
with the Rights Offering, $11 million relate to expenses in connection with
the bond offering and $19 million relate to expenses in connection with our
new credit facility. Transaction expenses exclude the Swiss Federal
Issuance Stamp Tax.
Risks Associated with the Capital Strengthening Program
If we do not complete all aspects of our capital strengthening program, our
liquidity may be adversely affected.
As of September 30, 2003, our total debt amounted to $8.3 billion. Not all
of our cash and marketable securities are freely available to offset our total
debt. Our high debt level means that we have had to allocate more of our
available cash to pay interest on the debt. We have announced a series of
planned divestments of significant businesses (Oil, Gas and Petrochemicals
business, Building Systems business, the portion of our Structured Finance
business not sold to General Electric Capital Corporation ("GE Capital") and our
Equity Ventures business), all of which we estimate will, together with the
total cash proceeds of about $860 million generated from disposals in the first
nine months of 2003, generate aggregate proceeds in excess of $2 billion.
Portions of these businesses have already been sold and we have entered into a
preliminary agreement with respect to the sale of the upstream part of our Oil,
Gas and Petrochemicals business, as discussed in "Recent Developments--Recent
Divestitures." We cannot offer any assurance that we will be able to divest the
currently remaining businesses on terms acceptable to us, within an acceptable
time frame. If we are unable to complete these divestments in accordance with
our plan, our liquidity may be adversely affected.
In September 2003, ABB International Finance Limited, a wholly owned
indirect subsidiary of ABB Ltd, issued CHF 1 billion aggregate principal amount
of 3.50% convertible unsubordinated bonds due 2010, which are convertible into
Shares. This transaction lengthened the maturity profile of our total debt,
thereby reducing our dependence on short-term funding, and we were consequently
able to reduce our drawing under our existing $1.5 billion credit facility such
that at September 30, 2003, $753 million was outstanding thereunder.
After the completion of the CHF 1 billion convertible bond, we announced on
October 28, 2003 our three-component capital strengthening program (consisting
of the Rights Offering, a new credit facility to replace our existing $1.5
billion credit facility and a bond offering of (euro) 650 million (approximately
$750 million)), which is intended to provide a stronger financial base for the
future growth of our core divisions, further deleverage our balance sheet and
give us more flexibility, particularly with regard to our divestment program.
See "The Capital Strengthening Program."
We entered into a three-year $1 billion credit facility on November 17,
2003. The facility will become available on December 10, 2003, subject to the
completion of the Rights Offering and certain other conditions. See "The New
Credit Facility."
If the capital strengthening program is successfully completed, we expect
that we will no longer be heavily dependent on the proceeds from the series of
planned divestments of significant businesses to reduce our debt and meet our
liquidity needs. To the extent that we are unable to complete all aspects of our
capital strengthening program and are unable to complete our series of
divestments as planned, we may have to continue to rely on our existing $1.5
billion credit facility, which contains stringent covenants, or seek alternative
sources of funding to satisfy our obligations as they become due. As a result of
our high debt levels, we may have to pay unfavorable interest rates on such
alternative sources of funding or we may be required to grant security interests
in our assets to lenders and arrange for such security interests to be senior in
priority to existing security interests and borrowings.
If we are not able to comply with the covenants contained in our new $1
billion credit facility, our financial position may be adversely affected.
As part of our capital strengthening program, we entered into a three-year
$1 billion credit facility on November 17, 2003. The new credit facility will
become available on December 10, 2003, subject to the completion of the Rights
Offering and certain other conditions, including the repayment and cancellation
of our existing $1.5 billion credit facility. It contains certain financial
covenants in respect of minimum interest coverage, maximum net leverage and a
minimum level of consolidated net worth, as well as specific negative pledges.
See "The New Credit Facility." If we are unable to comply with the covenants in
the new credit facility, we may be required to renegotiate the facility with our
lenders or to replace it in order not to default under it. We can offer no
assurance that we would be able to renegotiate or replace the facility on terms
that are acceptable to us, if at all.
THE NEW CREDIT FACILITY
On November 17, 2003, we entered into a three-year $1 billion multicurrency
revolving credit facility with terms substantially as set out in this section.
Conditions Precedent
The facility will become available on December 10, 2003, subject to certain
conditions including:
o the repayment and cancellation of all amounts under the existing $1.5
billion credit facility;
o raising gross proceeds of at least CHF 2.3 billion (approximately
$1.75 billion) from the Rights Offering; and
o receipt of gross cash proceeds totaling at least CHF 3.25 billion
(excluding any deferred payment) from the sale of our Oil, Gas and
Petrochemicals division and/or the Rights Offering and/or the bond
offering (described in "The Capital Strengthening Program") and/or
disposals (excluding our Oil, Gas and Petrochemicals division) made
after November 17, 2003 (up to a maximum of $250 million).
In addition, the shares of certain of the entities operating in the
upstream business of our Oil, Gas and Petrochemicals division for which we have
entered into a preliminary sale agreement and the shares in the Norwegian
holding company that owns predominantly assets in the Oil, Gas and
Petrochemicals division will be pledged if the sale has not been completed prior
to the first drawing. However, should (i) total gross cash proceeds from the
Rights Offering, the bond offering and asset disposals amount to at least $3
billion and (ii) the gross cash proceeds from the Rights Offering and asset
disposals amount to at least $2.25 billion, of which a maximum of $250 million
can be from assets disposals, then such pledges would not be required.
Interest Rate and Fees
The interest costs of borrowings under the facility are LIBOR (or EURIBOR
in the case of drawings in euro) plus 0.8% to 2.25%, depending on the rating of
ABB Ltd's unsecured long-term debt.
Commitment fees are to be paid on the unused portion of the facility and a
utilization fee will be payable when borrowings are equal to or greater than 33%
of the facility; the level of the fees will be linked to the rating of ABB Ltd's
unsecured long-term debt.
Covenants
The credit facility contains certain financial undertakings in respect of
minimum interest coverage, maximum net leverage and a minimum level of
consolidated net worth. We will be required to meet these covenants on a
quarterly basis beginning with the period ending December 31, 2003. Should our
unsecured long-term debt ratings reach certain defined levels, we would only be
required to calculate these covenants as of June and December of each year.
The credit facility imposes restrictions on the amount of third-party
indebtedness in subsidiaries other than in the obligors under the facility,
subject to certain exceptions. The facility also contains certain other
undertakings regarding disposals of assets, negative pledges and restrictions on
the early redemption of capital market instruments, such as bonds, having a
maturity date beyond that of the facility. However, the facility permits the
lengthening of the maturity profile of our debt through the early redemption of
any bonds or other capital market instruments out of the net cash proceeds of
any capital market instruments issued after November 17, 2003 and having a
maturity date not earlier than the capital market instruments being repaid.
CAPITALIZATION
The following table sets forth the unaudited consolidated capitalization of
ABB Ltd as of September 30, 2003: (i) on an actual basis; and (ii) as adjusted
to reflect (a) the issuance of Shares in the Rights Offering and the receipt of
the estimated net proceeds of $2.4 billion, (b) the bond offering and the
receipt of the estimated gross proceeds of $750 million and (c) the entry into
the new credit facility.
You should read this table in conjunction with our Consolidated Financial
Statements (filed with the Securities and Exchange Commission as part of our
Form 20-F for fiscal year ended December 31, 2002) and Interim Consolidated
Financial Statements (filed with the Securities and Exchange Commission on Form
6-K on October 29, 2003).
As of September 30, 2003
Adjustments
to reflect the
capital
strengthening Pro forma as
Actual program(1) adjusted
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(unaudited)($ in millions)
Cash and equivalents.................................................... 2,184(2) 2,002 4,186
Marketable securities................................................... 2,079(2) -- 2,079
Total cash and equivalents and marketable securities.................... 4,263 2,002 6,265
Short-term borrowings:
Existing credit facility............................................. 753 (753) --
New credit facility.................................................. -- -- --
Debt securities excluding convertible bonds.......................... 1,719 (365) 1,354
Convertible bonds.................................................... -- -- --
Other................................................................ 617 -- 617
Subtotal.......................................................... 3,089(2) (1,118) 1,971
Long-term borrowings:
Existing credit facility............................................. -- -- --
New credit facility.................................................. -- -- --
Debt securities excluding convertible bonds.......................... 3,186 750 3,936
Convertible bonds.................................................... 1,591 -- 1,591
Other................................................................ 480 -- 480
Subtotal.......................................................... 5,257(2) 750 6,007
Total debt.............................................................. 8,346 (368) 7,978
Minority interest....................................................... 250(2) -- 250
Total stockholders' equity.............................................. 1,019(2) 2,400(3) 3,419
Total capitalization(4)................................................. 9,615 2,032 11,647
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(1) Using estimated figures as set forth in "Estimated Pro Forma Sources and
Uses of Proceeds from the Capital Strengthening Program" table.
(2) As disclosed in the Interim Consolidated Financial Statements.
(3) Of the estimated transaction expenses of $130 million in connection with
the capital strengthening program, approximately $100 million relate to
expenses in connection with the Rights Offering and will be charged to
stockholders' equity. Transaction expenses of approximately $11 million
relating to the bond offering will be capitalized as a deferred cost and
charged to earnings over the period to maturity of the bonds. The remaining
$19 million of transaction expenses relate to the new credit facility.
Transaction expenses exclude the Swiss Federal Issuance Stamp Tax.
(4) Total capitalization consists of total debt, minority interest and total
stockholders' equity.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.
ABB LTD
Date: December 1, 2003 By: /s/ HANS ENHORNING
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Name: Hans Enhorning
Title: Group Vice President,
Assistant General Counsel
By: /s/ FRANCOIS CHAMPAGNE
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Name: Francois Champagne
Title: Group Vice President,
Senior Counsel