Announcement of successful private debt placing
2 August 2024
Aston Martin Lagonda Global Holdings plc
("Aston Martin", the "Company" or the "Group")
Announcement of successful private debt placing
Aston Martin is pleased to announce the successful private placement of senior secured notes totaling approximately £135 million (equivalent), further strengthening the Company's financial position and supporting its long-term growth. The net proceeds from the offering are expected to be used by the Group to repay the borrowings under its existing super senior revolving credit facility (the "RCF"), to pay fees and expenses and for general corporate purposes.
Together with its affiliates, the Group's subsidiary Aston Martin Capital Holdings Limited (the "Issuer") has privately placed $90 million aggregate principal amount of 10.000% senior secured notes due 2029 (the "Dollar Notes") and £65 million aggregate principal amount of 10.375% senior secured notes due 2029 (the "Sterling Notes", and, together with the Dollar Notes, the "Notes").
The Notes constitute a further issuance of the Issuer's 10.000% Senior Secured Notes due 2029 (the "Existing Dollar Notes") and the Issuer's 10.375% Senior Secured Notes due 2029 (the "Existing Sterling Notes", and, together with the Existing Dollar Notes, the "Existing Notes"), in each case, issued on March 21, 2024. The Dollar Notes will constitute a single class of debt securities under the indenture dated March 21, 2024 (the "Indenture") with the Existing Dollar Notes. The Sterling Notes will constitute a single class of debt securities under the Indenture with the Existing Sterling Notes. The Notes will vote as a single series with respect to waivers, amendments, redemptions and offers to purchase, except as otherwise specified with respect to the Notes.
Doug Lafferty, Aston Martin Chief Financial Officer commented:
"Last week at our first half 2024 results we highlighted the positive progress made by Aston Martin so far this year as we continue to execute our immense product transformation, which will support volume growth and sustainable positive free cash flow generation later this year.
"Following positive feedback after the results from the capital markets with encouraging demand from the Company's existing bond holders, we are pleased to announce today that we have successfully priced a £135m equivalent private placement. These new Senior Secured Notes, along with the refinancing completed in March 2024, provide Aston Martin with additional liquidity as we continue an exciting second half of the year."
Inside Information
This announcement contains inside information within the meaning of Article 7(1) of the EU Market Abuse Regulation No. 596/2016 as it forms part of UK law by virtue of the European Union (Withdrawal) Act 2018 ("EUWA"). The person responsible for releasing this announcement on behalf of Aston Martin is Liz Miles, Company Secretary.
Cautionary Statement
The Notes will be offered only to non-U.S. persons 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. The Notes to be offered have not been and will not be registered under the Securities Act or the securities laws of any other jurisdiction and may not be offered or sold, directly or indirectly, in the United States or to or for the account or benefit of U.S. persons, as such term is defined in Regulation S of the Securities Act, absent registration or unless pursuant to an applicable exemption from the registration requirements of the Securities Act and any other applicable securities laws. This press release does not constitute an offer to sell or the solicitation of an offer to buy the Notes, nor shall it constitute an offer, solicitation or sale in any jurisdiction in which such offer, solicitation or sale would be unlawful.
The Notes are not intended to be offered, sold or otherwise made available to, and should not be offered, sold or otherwise made available to, any retail investor in the European Economic Area ("EEA") or in the United Kingdom. For these purposes, a "retail investor" in the EEA means a person who is one (or more) of: (i) a "retail client" as defined in point (11) of Article 4(1) of Directive 2014/65/EU (as amended, "MiFID II"), (ii) a customer within the meaning of Directive (EU) 2016/97 (as amended, the "Insurance Distribution Directive"), where that customer would not qualify as a professional client as defined in point (10) of Article 4(1) of MiFID II or (iii) not a "qualified investor" as defined in Regulation (EU) 2017/1129 (as amended, the "Prospectus Regulation"). A "retail investor" in the UK means a person who is one (or more) of: (i) a "retail client" as defined in point (8) of Article 2 of Regulation (EU) No 2017/565 as it forms part of UK domestic law by virtue of EUWA, (ii) a customer within the meaning of the provisions of the Financial Services and Markets Act 2000 (as amended, "FSMA") and any rules or regulations made under the FSMA to implement the Insurance Distribution Directive, where that customer would not qualify as a professional client as defined in point (8) of Article 2(1) of Regulation (EU) No 600/2014 as it forms part of UK domestic law by virtue of the EUWA or (iii) not a "qualified investor" as defined in Article 2 of the Prospectus Regulation, as it forms part of UK domestic law by virtue of the EUWA (the "UK Prospectus Regulation").
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 Prospectus Regulation and the UK Prospectus Regulation. The offer and sale of the Notes will be made pursuant to an exemption under the Prospectus Regulation and the UK Prospectus Regulation from the requirement to produce a prospectus for offers of securities.
The manufacturer target market (MIFID II product governance and UK MiFIR product governance) is eligible counterparties and professional clients only (all distribution channels). No PRIIPs or UK PRIIPs key information document (KID) has been prepared as the Notes are not available to retail clients in the EEA or in the United Kingdom.
This communication does not constitute an offer of securities to the public in the United Kingdom and is being distributed only to, and is directed only at persons who are "qualified investors" (as defined in the UK Prospectus Regulation) 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 (as amended, the "Order"), or (ii) high net worth entities falling within Article 49(2)(a) to (d) of the Order, or (iii) outside the United Kingdom; or (iv) persons to whom it would otherwise be lawful to distribute it, all such persons together being referred to as "Relevant Persons"). In the UK, any investment or investment activity to which this communication relates is available only to Relevant Persons and will be engaged in only with Relevant Persons. Any person who is not a Relevant Person should not act or rely on this communication or any of its contents.
Forward-Looking Statements
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 Group's 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.
Enquiries
Investors and Analysts
James Arnold Head of Investor Relations +44 (0) 7385 222347
Ella South Investor Relations Analyst +44 (0) 7776 545420
Media
Kevin Watters Director of Communications +44 (0) 7764 386683
Paul Garbett Head of Corporate and +44 (0) 7501 380799
Brand Communications paul.garbett@astonmartin.com
FGS Global
James Leviton and Jenny Bahr +44 (0) 20 7251 3801
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