17 November 2016
Perstorp Holding AB (publ), parent company for leading global vertically integrated specialty chemicals company Perstorp, today announces the pricing of an offering of Senior Secured Notes and Second Lien Notes
NOT FOR PUBLICATION, DISTRIBUTION OR RELEASE, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES OR ANY JURISDICTION IN WHICH THE PUBLICATION, DISTRIBUTION OR RELEASE WOULD BE UNLAWFUL. OTHER RESTRICTIONS ARE APPLICABLE. THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION UNDER THE MARKET ABUSE REGULATION (REGULATION 596/2014 OF THE EUROPEAN PARLIAMENT AND OF THE COUNCIL OF 16 APRIL 2014).
Perstorp Holding AB (publ) ("Perstorp
") announced today that it has priced an offering of of $275 million aggregate principal amount of 8.500% dollar-denominated Senior Secured Notes due 2021 (the “Dollar Senior Secured Notes
”), €285 million aggregate principal amount of 7.625% euro-denominated Senior Secured Notes due 2021 and €200 million aggregate principal amount of floating rate Senior Secured Notes due 2021 (together, the “Euro Senior Secured Notes
” and, together with the Dollar Senior Secured Notes, the “Senior Secured Notes
”) and $420 million aggregate principal amount of its 11.000% Second Lien Notes due 2021 (the “Second Lien Notes
” and, together with the Senior Secured Notes, the “Notes
”). Perstorp will pay interest on the outstanding principal amount of its floating rate Senior Secured Notes at a rate equal to EURIBOR (with a floor of 0%) plus 7.625%, reset quarterly. The offering of the Notes is expected to close on November 18, 2016.
Perstorp intends to use the proceeds of the offering, together with cash on hand, to refinance its existing senior secured notes due 2017 and existing second lien notes due 2017 (together, the “Existing Notes
”), repay or redeem a portion of its outstanding mezzanine loans, and pay certain fees, commissions, discounts and other transaction costs and fees.
In addition, Perstorp intends to terminate its commitments under its existing revolving credit facility and enter into a new senior secured revolving credit facility of up to SEK 1,000 million.
Perstorp has issued a notice of redemption for the Existing Notes, and intends to redeem them on December 5, 2016, subject to the completion of the offering of the Notes and receipt of the proceeds thereof.
The Notes and the related guarantees have not been, and will not be, registered under the Securities Act of 1933, as amended (the "Securities Act
") or any state securities laws and may not be offered or sold in the United States or for the account or benefit of any United States citizen or in any way distributed in the United States absent registration or an applicable exemption from the registration requirements of the Securities Act and applicable state securities laws. The Notes and the related guarantees will be offered and sold in the United States only to qualified institutional buyers in accordance with Rule 144A under the Securities Act and outside the United States to non-U.S. persons in reliance on Regulation S under the Securities Act.
This press release does not constitute an offer to sell or a solicitation of an offer to buy the Notes, nor shall there be any offer, solicitation or sale of these securities in any jurisdiction where the offer, solicitation or sale would not be permitted. This press release contains information about a pending transaction and there can be no assurance that this transaction will be completed. This press release shall not constitute a notice of redemption with respect to the Existing Notes.
Forward-Looking Information is Subject to Risk and Uncertainty
This press release may include certain "forward-looking" statements. Forward-looking statements include all statements that are not historical facts and can be identified by the use of forward-looking terminology such as the words "believes," "expects," "may," "will," "would," "should," "seeks," "pro forma," "anticipates," "intends," "plans," "estimates," or the negative of any thereof or other variations thereof or comparable terminology, or by discussions of strategy or intentions. These statements are not guarantees of future actions or performance and involve risks, uncertainties and assumptions as to future events that may not prove to be accurate. Actual actions or results may differ materially from what is expressed or forecasted in these forward-looking statements as we may be unable to complete the offering of the Notes or the redemption of the Existing Notes. As a result, these statements speak only as of the date they were made and we undertake no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise. Many important factors could cause our results to differ materially from those expressed in these forward-looking statements. These factors include, but are not limited to, general market conditions, national or global events affecting the capital markets, unforeseen developments in our business or industry or changes in law or regulations governing our ability to complete the offering of the Notes.
For more information, please contact:
John Ekström, VP Investor Relations, phone: +46 70 630 3900