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Senvion Completes Successful Refinancing and Extension of its Debt Facilities
- Annualized interest cost savings of more than EUR14 million, representing a reduction of 35%
- Extension of maturity of Senior Secured Notes to 2022 from 2020
- Amendment and extension of Revolving Credit and L/G Facilities
Senvion Holding GmbH, a limited liability company incorporated under the laws of the Federal Republic of Germany (the "Issuer"), announced today that it has priced EUR400.0 million in aggregate principal amount of senior secured fixed rate notes due 2022 (the "Senior Secured Notes") at 3.875%, a reduction of 2.75% compared to the Issuer's Existing Notes (as defined below). The Issuer expects that the Senior Secured Notes will be issued on May 5, 2017.
The proceeds of the Senior Secured Notes will be used, together with cash on hand, to fund the redemption of all of the EUR400.0 million in aggregate principal amount of the Issuer's 6.625% Senior Secured Notes due 2020 (the "Existing Notes") and pay certain fees and expenses in connection with the foregoing.
On May 5, 2017, the Issuer and its affiliates (the "Senvion Group") will also amend and restate its EUR950,000,000 revolving credit and guarantee facilities agreement (the "Revolving Credit and L/G Facilities Agreement"). Following this amendment and restatement, the margin on the guarantee facility made available under the Revolving Credit and L/G Facilities Agreement will decrease by 50 bps and the margin on the revolving credit facility made available under the Revolving Credit and L/G Facilities Agreement will decrease by 50 bps.
The Issuer estimates that the annualized interest cost savings, following the issuance of the Senior Secured Notes, the amendment and restatement of the Revolving Credit and L/G Facilities Agreement and the redemption in full of the Existing Notes on May 5, 2017, will amount to more than EUR14 million.
Jürgen Geissinger, CEO of Senvion said: "The successful completion of these transactions highlights the acceptance by the markets of our strong commitment to our markets strategy, as well as in product development, innovation and investment, and improved processes, while reducing costs, to deliver further success and ensure long term competitiveness. Combined with our Move Forward efficiency program, the announced refinancing of the notes and the amendment and extension of the RCF provides a solid foundation for our continued global growth strategy."
Manav Sharma, Senvion CFO, added: "We are pleased with the successful completion of these transactions and for the continuing trust of our banking partners and bond investors in the Senvion Group and in the work we are doing which helped to deliver an interest cost reduction in excess of 35%. The interest rate improvements are expected to positively affect our margins and are expected to significantly add to the bottom line and further increase the competitiveness of the Senvion Group."
The Senior Secured Notes are being offered only to qualified institutional buyers in accordance with Rule 144A under the U.S. Securities Act of 1933, as amended (the "Securities Act"), and outside the United States in accordance with Regulation S under the Securities Act and, if an investor is a resident of a member state of the European Economic Area (the "EEA"), only to an investor that is a qualified investor (within the meaning of Article 2(1)(e) of Directive 2003/71/EC, together with any amendments thereto, including Directive 2010/73/EU, to the extent implemented in the relevant member state (the "Prospectus Directive")).
This document is not an offer of securities for sale in the United States. The Notes may not be sold in the United States unless they are registered under the Securities Act or are exempt from registration. The offering of Notes described in this announcement and any related guarantees has not been and will not be registered under the Securities Act, and accordingly any offer or sale of Notes and such guarantees may be made only in a transaction exempt from the registration requirements of the Securities Act.
It may be unlawful to distribute this document in certain jurisdictions. This document is not for distribution in Canada, Japan or Australia. The information in this document does not constitute an offer of securities for sale in Canada, Japan or Australia.
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 for distribution only to, and is only 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 "Financial Promotion Order"), (ii) are persons falling within Article 49(2)(a) to (d) (high net worth companies, unincorporated associations, etc.) of the Financial Promotion Order, or (iii) 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"). This announcement is directed only at relevant persons and 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 EEA member state that has implemented 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 the Prospectus Directive or in any other circumstances falling within Article 3(2) of the Prospectus Directive (or who are other persons to whom the offer may lawfully be addressed) and must not be acted on or relied on by other persons in that member state. The offer and sale of the Notes will be made pursuant to an exception under the Prospectus Directive, as implemented in the EEA member states, from the requirement to produce a prospectus for offers of securities. This announcement does not constitute a prospectus within the meaning of the Prospectus Directive or an offer to the public.
Neither the content of the Issuer's website nor any website accessible by hyperlinks on the Issuer's website is incorporated in, or forms part of, this announcement. The distribution of this announcement into jurisdictions other than the United Kingdom may be restricted by law. Persons into whose possession this announcement comes should inform themselves about and observe any such restrictions. Any failure to comply with these restrictions may constitute a violation of the securities laws of any such jurisdiction.
No money, securities or other consideration is being solicited, and, if sent in response to the information contained herein, will not be accepted.
This press release may include projections and other "forward-looking" statements within the meaning of applicable securities laws. Forward-looking statements are based on current expectations and involve a number of known and unknown risks, uncertainties and other factors that could cause the Senvion Group or its industry's actual results, levels of activity, performance or achievements to be materially different from any future results, levels of activity, performance or achievements expressed or implied by such forward-looking statements. You should not place undue reliance on forward-looking statements and the Senvion Group does not undertake publicly to update or revise any forward-looking statement that may be made herein, whether as a result of new information, future events or otherwise.
This disclosure includes the release of inside information.
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