14 December 2017
Perstorp Holding AB (publ) (“Company”) today announced that it has closed the offering of its €250,000,000 aggregate principal amount of Senior Secured Floating Rate Notes due 2022 (the “Notes”). The Notes will bear interest at EURIBOR (with a floor of 0%) plus 4.25% per annum. The Notes will mature on September 15, 2022, subject to a springing maturity of (x) June 30, 2021 if the Company’s existing 11% Second Lien Notes due 2021 are not refinanced in full on or prior to June 30, 2021 or (y) September 30, 2021 if (i) the Company’s Mezzanine Facility Agreement is not (a) refinanced in full on or prior thereto or (b) extended in full on or prior thereto such that the termination date of the Mezzanine Facility Agreement is December 15, 2022.
Interest on the Notes will be payable quarterly in arrears on each March 15, June 15, September 15 and December 15 until maturity, commencing on March 15, 2018.
The Company has used the net proceeds of the offering of the Notes principally to redeem in full the amounts outstanding under the Company’s €200,000,000 aggregate principal amount of Senior Secured Floating Rate Notes due 2021 and to redeem $27,500,000 of its US Dollar denominated 8.5% Senior Secured Notes due 2021 and €28,500,000 of its Euro denominated 7.625% Senior Secured Notes due 2021. The Company completed the above redemptions on December 14, 2017.
The securities referred to herein will not be registered under the US Securities Act of 1933 (the “Securities Act”) and may not be offered or sold in the United States absent registration or an applicable exemption from registration requirements. This announcement does not contain or constitute an offer of, or the solicitation of an offer to buy, any securities to any person in the United States, Australia, Canada or Japan or in any jurisdiction to whom or in which such offer or solicitation is unlawful. Such notes will be offered only to qualified institutional buyers pursuant to Rule 144A and outside the United States pursuant to Regulation S under the U.S. Securities Act of 1933, as amended (the “Securities Act”), subject to prevailing market and other conditions. There is no assurance that the offering will be completed or, if completed, as to the terms on which it is completed.
This announcement does not constitute and shall not, in any circumstances, constitute a public offering nor an invitation to the public in connection with any offer within the meaning of the Directive 2010/73/EU of the Parliament and Council of November 4, 2003 as implemented by the Member States of the European Economic Area (the “Prospectus Directive”). The offer and sale of the notes referenced herein will be made pursuant to an exemption under the Prospectus Directive, as implemented in Member States of the European Economic Area, from the requirement to produce a prospectus for offers of securities.
This communication does not constitute an offer of securities to the public in the United Kingdom. No prospectus has been or will be approved in the United Kingdom in respect of the Notes. Consequently, this communication is directed only at, persons (a) who are outside the United Kingdom, or (b) who are in the United Kingdom and are “qualified investors” (as defined in the Prospectus Directive) who are (i) persons having professional experience in matters relating to investments falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the “Order”), or (ii) high net worth entities falling within Article 49(2)(a) to (d) of the Order, or (iii) persons to whom it would otherwise be lawful to distribute it, all such persons together being referred to as “relevant persons.” This press release is directed only at relevant persons and must not be acted on or relied on by persons who are not relevant persons. Any person in the United Kingdom who is not a relevant person should not act or rely on this press release or any of its contents.
This press release may include forward-looking statements. These forward-looking statements can be identified by the use of forward-looking terminology, including the terms “believes, ‟estimates”, ‟anticipates”, “expects, ‟intends”, ‟may”, ‟will” or “should” or, in each case, their negative, or other variations or comparable terminology. These forward-looking statements include all matters that are not historical facts and include statements regarding the Company and its subsidiaries’ (the “Group”) or its affiliates’ intentions, beliefs or current expectations concerning, among other things, the Group’s or its affiliates’ results of operations, financial condition, liquidity, prospects, growth, strategies and the industries in which they operate. By their nature, forward looking statements involve risks and uncertainties because they relate to events and depend on circumstances that may or may not occur in the future. Readers are cautioned that forward-looking statements are not guarantees of future performance and that the Group’s or its affiliates’ actual results of operations, financial condition and liquidity, and the development of the industries in which they operate may differ materially from those made in or suggested by the forward-looking statements contained in this press release. In addition, even if the Group’s or its affiliates’ results of operations, financial condition and liquidity, and the development of the industries in which they operate are consistent with the forward-looking statements contained in this press release, those results or developments may not be indicative of results or developments in subsequent periods.