Arrow Global Group PLC Issue of DebtMarch 7th 2018
RNS Number : 0228H
Arrow Global Group PLC
07 March 2018
Arrow Global Group PLC Pricing of Senior Secured Notes
FOR IMMEDIATE RELEASE
7 March 2018
Arrow Global Group PLC
Pricing of Offering of
EUR285.0 Million Senior Secured Notes Due 2026
GBP100.0 Million Additional Senior Secured Notes Due 2024
Arrow Global Group PLC (together with its subsidiaries, "Arrow Global") today announced that Arrow Global Finance plc, its indirect wholly-owned subsidiary, has priced its offering of EUR285.0 million aggregate principal amount of senior secured notes due 2026 (the "2026 Notes") and its tap offering of GBP100.0 million aggregate principal amount of its existing 5.125% senior secured notes due 2024 (the "2024 Additional Notes" and together with the 2026 Notes, the "Notes"). The 2026 Notes were offered at an issue price of 100.0%. The 2024 Additional Notes were offered at an issue price of 99.5%.
The 2026 Notes will bear interest at a rate per annum equal to three-month EURIBOR plus 3.75%, reset quarterly, provided that EURIBOR shall never be less than 0%. Interest on the 2026 Notes will be paid quarterly in arrear on March 1, June 1, September 1 and December 1 of each year, beginning on June 1, 2018.
The 2024 Additional Notes will bear interest at 5.125% per annum. Interest on the 2024 Additional Notes will be paid semi-annually in arrear on March 15 and September 15 of each year, beginning on September 15, 2018.
The Notes are expected to be issued on March 15, 2018.
The Notes will be guaranteed by Arrow Global Guernsey Holdings Limited, an indirect wholly-owned subsidiary of Arrow Global Group PLC, and certain of its subsidiaries.
The gross proceeds from the offering are proposed to be used to (i) fund the redemption of all of Arrow Global Finance plc's outstanding EUR230 million floating rate senior secured notes due 2023 (the "2023 Notes") and pay related make-whole cost; (ii) pay the purchase price for the acquisition of Parr Credit S.r.l. and, assuming it closes, the proposed acquisition of Europa Investimenti S.p.A; (iii) partially repay drawings under the Arrow Global's GBP255.0 million multi-currency revolving credit facility (the "Arrow Global Revolving Credit Facility") and (iv) pay transaction fees and expenses.
The effect of the issue of the Notes and the redemption of the 2023 Notes will be to extend the maturity profile of Arrow Global's debt and reduce its ongoing interest costs. In addition to the fees and expenses associated with these transactions, Arrow Global expects to incur approximately GBP19.0 million of one-off costs in relation to this transaction, of which GBP13.9 million is a cash cost related to the call premium and GBP5.1 million is a non-cash cost related to the write-off of transaction fees in relation to the 2023 Notes. These costs are expected to be tax deductible. Arrow Global expects the weighted average maturity of its debt will be 6.8 years and the weighted average cost of its debt will be 4.0%, with GBP78.8 million available for borrowing under its Arrow Global Revolving Credit Facility as at March 1, 2018 (without giving effect to the expected repayment of GBP74.4 million).
Arrow Global ------------------------------ ---------------- Lee Rochford, Group CEO ------------------------------ ---------------- Paul Cooper, Group CFO ------------------------------ ---------------- Dan Hartley, Group Treasurer ------------------------------ ---------------- Duncan Browne, Head of +44 (0)7925 643 Investor Relations 385 ------------------------------ ---------------- Instinctif ------------------------------ ---------------- +44 (0)20 7457 Giles Stewart 2020 ------------------------------ ---------------- * * *
The offering was made by means of an offering memorandum. This announcement does not constitute an offer to sell or the solicitation of an offer to buy the Notes or any other security and shall not constitute an offer, solicitation or sale in the United States or in any jurisdiction in which, or to any persons to whom, such offering, solicitation or sale would be unlawful.
The Notes and the related guarantees have not been, and will not be, registered under the U.S. Securities Act of 1933, as amended (the "Securities Act"), 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 in accordance with applicable state securities laws. Accordingly, the Notes and the related guarantees are being 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 in accordance with Regulation S under the Securities Act. There is no assurance that the offering will be completed. If the offering is completed, it will be completed on the terms set forth in the pricing announcement.
Promotion of the Notes in the United Kingdom is restricted by the Financial Services and Markets Act 2000 (the "FSMA"), and accordingly, the Notes are not being promoted to the general public in the United Kingdom. This announcement is only addressed to and directed at persons who (i) have professional experience in matters relating to investments falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended (the "Order"), (ii) are persons falling within Article 49(2)(a) to (d) (high net worth companies, unincorporated associations, etc.) of the Order, (iii) are outside the United Kingdom or (iv) are persons to whom an invitation or inducement to engage in investment activity (within the meaning of section 21 of the FSMA) in connection with the issue or sale of any securities may otherwise lawfully be communicated or caused to be communicated (all such persons together being referred to as "relevant persons"). The Notes will only be available to relevant persons and this announcement must not be acted on or relied on by anyone who is not a relevant person.
In addition, if and to the extent that this announcement is communicated in, or the offer of securities to which it relates is made in, any European Economic Area ("EEA") member state that has implemented Directive 2003/71/EC (together with any applicable implementing measures, including Directive 2010/73/EC, in any member state, the "Prospectus Directive"), this announcement and the offering of any securities described herein are only addressed to and directed at persons in that member state who are "qualified investors" within the meaning of Article 2(1)(e) of the Prospectus Directive and must not be acted on or relied on by other persons in that member state. This announcement does not constitute a prospectus within the meaning of the Prospectus Directive or an offer to the public and, in particular, this press release shall not be considered an "offer of securities to the public" for purposes of the Luxembourg law on prospectus for public offering dated 10 July 2005.
The manufacturer target market (MIFID II product governance) is eligible counterparties and professional clients only (all distribution channels). No PRIIPs key information document (KID) has been prepared as the Notes are not available to retail in EEA.
In connection with the issuance of the Notes, a stabilizing manager (or any person acting on behalf of such stabilizing manager) may over-allot Notes or effect transactions with a view to supporting the market price of the Notes at a level higher than that which might otherwise prevail. However, there is no assurance that the stabilizing manager (or any person acting on behalf of the stabilizing manager) will undertake stabilization action. Any stabilization action may begin on or after the date on which adequate public disclosure of the terms of the offer of the Notes is made and, if begun, may be ended at any time, but it must end no later than the earlier of 30 days after the issue date of the Notes and 60 days after the date of the allotment of the Notes. Any stabilization action or over-allotment must be conducted by the stabilizing manager (or person acting on behalf of the stabilizing manager) in accordance with all applicable laws and rules.
This announcement contains certain forward-looking statements with respect to certain of Arrow Global's current expectations and projections about future events, including in relation to the amount of the offering. These statements, which sometimes use words such as "intend," "proposed," "plan," "expect," and words of similar meaning, reflect the directors' beliefs and expectations and involve a number of risks, uncertainties and assumptions (including the completion of the transactions described in this announcement) that could cause actual results and performance to differ materially from any expected future results or performance expressed or implied by the forward-looking statement. The information contained in this announcement is subject to change without notice and, except as required by applicable law, Arrow Global does not assume any responsibility or obligation to update publicly or review any of the forward-looking statements contained in it. Readers should not place undue reliance on forward-looking statements, which speak only as at the date of this announcement. No statement in this announcement is or is intended to be a profit forecast or profit estimate or to imply that the earnings or other measures of performance of Arrow Global for the current or future financial years will necessarily match or exceed the historical or published earnings or other measures of performance of Arrow Global.
Neither the content of Arrow Global's websites nor any website accessible by hyperlinks on Arrow Global's websites is incorporated in, or forms part of, this announcement.
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