Perstorp Holding AB (publ) (“Company”) has been notified that, Prague CE S.à r.l, a private limited liability company (société à responsabilité limitée) organized under the laws of the Grand Duchy of Luxembourg (“Issuer”) today closed an offering of €234,000,000 aggregate principal amount of Senior Subordinated Notes due 2022 (“Notes”). The Issuer was independently formed and is not an affiliate of the Company.
The Notes will bear cash interest of 10% per annum. In addition, the Notes will bear PIK Interest from June 15, 2020 (the “First Step-Up Date”) at a rate of 1.25% from the First Step-Up Date to June 15, 2021 (the “Second Step-Up Date”) and 1.50% on the Second Step-Up Date and thereafter. Interest on the Notes will be payable semi-annually in arrears on each June 15 and December 15 until maturity, commencing on June 15, 2018.
The net proceeds from the offering of the Notes have been used by the Issuer to purchase certain loans outstanding under the Company’s Mezzanine Facility Agreement, to partially fund its and its parent entities organization and ongoing operating costs and expenses, and to pay costs and expenses incurred in connection with the transaction. As part of the transaction, PAP Finance (an affiliate of our principal shareholder) has assigned its rights under the Mezzanine Facility Agreement to the Issuer at the direction of, and in return for, a debt claim on its parent entity. Together, these acquisitions have resulted in the Issuer acquiring 100% of the loans under the Mezzanine Facility Agreement and becoming the sole lender thereunder. The holders of the Notes benefit indirectly from the obligations of the Company and the guarantors under the Mezzanine Facility Agreement and from the collateral securing the Mezzanine Facility Agreement. Neither the Company nor any of its subsidiaries will guarantee the Notes nor provide any direct credit support to the Issuer with respect to its obligations under the Notes.
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.