Up to $400m Tender Offer for Senior Notes
This announcement contains inside information for the purpose of Article 7 of the Market Abuse Regulation (EU) 596/2014 ("MAR")
NOT FOR DISTRIBUTION IN OR INTO ANY JURISDICTION OR TO ANY PERSON LOCATED OR RESIDENT IN ANY JURISDICTION IN WHICH SUCH DISTRIBUTION IS UNLAWFUL
HELIOS TOWERS ANNOUNCES CASH TENDER OFFER FOR UP TO U.S.$400 MILLION AGGREGATE PRINCIPAL AMOUNT OF 7.000% SENIOR NOTES DUE 2025
September 14, 2023 - HTA Group, Ltd (the "Offeror"), an indirect wholly owned subsidiary of Helios Towers plc (the "Company"), announces the launch of its offer to purchase for cash (the "Tender Offer") up to U.S.$400 million aggregate principal amount (the "Maximum Tender Amount") of the 7.000% Senior Notes due 2025 issued by the Offeror (the "Notes") under an indenture dated June 18, 2020 (as amended or supplemented, the "Indenture"). The Tender Offer is made upon the terms and subject to the conditions set forth in the offer to purchase dated September 14, 2023 (the "Offer to Purchase"), which is available, subject to holder registration and applicable restrictions, via the tender offer website (the "Tender Offer Website"): https://projects.morrowsodali.com/HTA.
The Offeror reserves the right to increase or decrease the Maximum Tender Amount at its sole discretion.
The Tender Offer will expire at 5:00 p.m., New York City time, on October 13, 2023, unless extended or earlier terminated (such time and date, as the same may be extended, the "Expiration Time"). Holders who tender their Notes may withdraw such Notes at any time prior to 5:00 p.m., New York City time, on September 27, 2023 (such time and date, as the same may be extended, the "Withdrawal Deadline").
To receive the Early Tender Consideration (as defined below), which includes an early tender payment of U.S.$30 per U.S.$1,000 principal amount of the Notes accepted for purchase pursuant to the Tender Offer (the "Early Tender Payment"), holders must validly tender and not validly withdraw their Notes prior to 5:00 p.m., New York City time, on September 27, 2023, unless extended (such time, as the same may be extended, the "Early Tender Time"). Holders who validly tender their Notes after the Early Tender Time but at or prior to the Expiration Time will be eligible to receive only the Tender Offer Consideration, which is an amount equal to the Early Tender Consideration (as defined below) minus the Early Tender Payment.
The following table sets forth certain terms of the Tender Offer:
|
Title of Notes |
ISIN/CUSIP
|
Outstanding Principal Amount |
Maximum Tender Amount |
Tender Offer Consideration(1)(4) |
Early Tender Payment(2) |
Early Tender Consideration(2)(3)(4) |
|
7.000% Senior Notes due 2025 issued by HTA Group, Ltd |
Regulation S: XS2189784957 Rule 144A: US40435WAB63/40435WAB6 |
U.S.$975,000,000 |
U.S.$400,000,000 aggregate principal amount, subject to increase or decrease in the Offeror's sole discretion |
U.S.$940 |
U.S.$30 |
U.S.$970 |
___________________
(1) Per U.S.$1,000 principal amount of Notes validly tendered after the Early Tender Time but on or prior to the Expiration Time and accepted for purchase.
(2) Per U.S.$1,000 principal amount of Notes validly tendered on or prior to the Early Tender Time and accepted for purchase.
(3) The Early Tender Consideration includes the Early Tender Payment.
(4) Excludes accrued interest, which will also be paid.
In addition to the Tender Offer Consideration or the Early Tender Consideration, as applicable, all holders of Notes accepted for purchase will also receive accrued and unpaid interest on such Notes in cash, rounded to the nearest U.S.$0.01 per U.S.$1,000 principal amount of Notes with U.S.$0.005 being rounded upwards, from and including the last interest payment date up to, but not including, the Settlement Date (as defined below) (the "Accrued Interest").
Notes may be subject to proration if the aggregate principal amount of the Notes validly tendered and not validly withdrawn as of the Early Tender Time or the Expiration Time, as applicable, is greater than the Maximum Tender Amount. Furthermore, as described in the Offer to Purchase, Notes tendered at or prior to the Early Tender Time will be accepted for purchase in priority to Notes tendered after the Early Tender Time, and to the extent Notes are tendered at or prior to the Early Tender Time and accepted for purchase pursuant to the Tender Offer, the portion of the Maximum Tender Amount available for the purchase of Notes tendered after the Early Tender Time could be reduced significantly or eliminated altogether.
The Offeror is making the Tender Offer in combination with a new revolving credit facility agreement dated September 13, 2023 with total commitments of up to U.S.$120,000,000, between, among others, the Offeror, Helios Towers plc (the "Company") and The Standard Bank of South Africa Limited as security agent and facility agent (the "New Pari Passu RCF") and a term loan facilities agreement dated September 13, 2023 with total commitments of up to U.S.$600,000,000 between, among others, the Company and The Standard Bank of South Africa Limited as security agent and facility agent (the "New Pari Passu Term Facilities"). A portion of the proceeds from the New Pari Passu Term Facilities is expected to fund the Tender Offer. The Offeror is making the Tender Offer, in combination with entering into the New Pari Passu RCF and the New Pari Passu Term Facilities, as a way of managing the financial liabilities and cost of debt financing of the Company and its consolidated subsidiaries (together, the "Group").
The proceeds from the New Pari Passu Term Facilities will also be used for general corporate purposes (including acquisitions) and, among other things, to repay all amounts outstanding under the term facility of the Company and Offeror originally dated June 8, 2020 (as amended, supplemented and/or restated from time to time). The New Pari Passu Term Facilities has a tenor of five years from the date of its execution.
The New Pari Passu RCF is expected to be undrawn as of the Settlement Date, and together with the New Pari Passu Term Facilities, will rank pari passu with the Notes and will benefit from the same guarantees and share in the collateral. The revolving credit facility of the Company and Offeror, originally dated June 8, 2020 (as amended, supplemented and/or restated from time to time), was cancelled on the date the New Pari Passu RCF was executed. The New Pari Passu RCF has a tenor of four years and six months from the date of its execution.
The Standard Bank of South Africa Limited and Standard Chartered Bank were mandated lead arrangers for the New Pari Passu Term Facilities and New Pari Passu RCF, The Mauritius Commercial Bank Limited was a mandated lead arranger for the New Pari Passu Term Facilities and J.P. Morgan Securities plc. was a mandated lead arranger for the New Pari Passu RCF.
The availability of the New Pari Passu Term Facilities and New Pari Passu RCF is subject to the satisfaction of certain customary conditions precedent. The satisfaction or waiver of the conditions precedent under the New Pari Passu Term Facilities and the availability of proceeds thereunder to fund the Tender Offer are conditions to the Offeror's obligation to accept and pay for Notes validly tendered pursuant to the Tender Offer.
Subject to the Maximum Tender Amount and the proration arrangements applicable to the Tender Offer, it is expected that payment for Notes tendered at or prior to the Early Tender Time and accepted for purchase, and payment for Notes tendered after the Early Tender Time but at or prior to the Expiration Time and accepted for purchase will be made on October 17, 2023 (the "Settlement Date").
Subject to applicable law and the terms and conditions of the Offer to Purchase, the Offeror may terminate the Tender Offer, waive any or all of the conditions of the Tender Offer prior to the Expiration Time, extend the Expiration Time or amend the terms of the Tender Offer.
None of the Offeror, the guarantors of the Notes, the dealer managers, the information and tender agent or the trustee or agents under the Indenture (nor any director, officer, employee, agent or affiliate of, any such person) makes any recommendation whether holders should tender or refrain from tendering Notes in the Tender Offer. Holders must make their own decision as to whether to tender Notes and, if so, the principal amount of the Notes to tender. Holders are urged to evaluate carefully all information in the Offer to Purchase, consult their own investment and tax advisers and make their own decisions whether to tender Notes in the Tender Offer, and, if so, the principal amount of Notes to tender.
The Offeror has retained J.P. Morgan Securities plc, The Standard Bank of South Africa Limited and Standard Chartered Bank to act as the dealer managers for the Tender Offer and Morrow Sodali Limited to act as information and tender agent for the Tender Offer. Questions regarding procedures for tendering Notes may be directed to Morrow Sodali Limited at +44 20 4513 6933 / +852 2319 4130 / +1 203 609 4910 or by email to HTA@investor.morrowsodali.com. All documentation is available via the Tender Offer Website: https://projects.morrowsodali.com/HTA. Questions regarding the Tender Offer may be directed to J.P. Morgan Securities plc by email to em_europe_lm@jpmorgan.com; or The Standard Bank of South Africa Limited by email to LiabilityManagement@standardsbg.com; or Standard Chartered Bank by email to liability_management@sc.com.
This announcement is for informational purposes only and does not constitute an offer to sell, or a solicitation of an offer to buy, any security. No offer, solicitation, or sale will be made in any jurisdiction in which such an offer, solicitation, or sale would be unlawful. The Tender Offer is only being made pursuant to the Offer to Purchase. Holders of the Notes are urged to carefully read the Offer to Purchase before making any decision with respect to the Tender Offer.
The Offer to Purchase has not be filed or reviewed by any U.S. federal or State or any foreign securities commission or regulatory authority, nor has any such commission or authority passed upon the accuracy or adequacy of the Offer to Purchase. Any representation to the contrary is unlawful and may be a criminal offense.
The distribution of this announcement in certain jurisdictions may be restricted by law and therefore persons in such jurisdictions into which they are released, published or distributed, should inform themselves about, and observe, such restrictions. Any failure to comply with these restrictions may constitute a violation of the laws of any such jurisdiction.
For the purposes of MAR, the person responsible for making this announcement is Paul Barrett, General Counsel and Company Secretary.
Offer and Distribution Restrictions
United Kingdom
The communication of this announcement, the Offer to Purchase and any other documents or materials relating to the Tender Offer is not being made and such documents and/or materials have not been approved by an authorized person for the purposes of section 21 of the Financial Services and Markets Act 2000. Accordingly, this Offer to Purchase and such documents and/or materials are not being distributed to, and must not be passed on to, persons in the United Kingdom other than (i) to those persons in the United Kingdom falling within the definition of investment professionals (as defined in Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the "Financial Promotion Order")), (ii) to those persons who are within Article 43(2) of the Financial Promotion Order, including existing members and creditors of the Offeror, (iii) to those persons who are outside the United Kingdom, or (iv) to any other persons to whom it may otherwise lawfully be made under the Financial Promotion Order (all such persons together being referred to as "Relevant Persons") and the transactions contemplated herein will be available only to, and engaged in only with, Relevant Persons. Any person who is not a Relevant Person should not act on or rely on this announcement, the Offer to Purchase or any of their contents.
France
The Tender Offer is not being made, directly or indirectly, to the public in France. None of this announcement, the Offer to Purchase or any other documents or offering materials relating to the Tender Offer, has been or shall be distributed to the public in France and only (i) providers of investment services relating to portfolio management for the account of third parties (personnes fournissant le service d'investissement de gestion de portefeuille pour compte de tiers) and/or (ii) qualified investors (investisseurs qualifiés) acting for their own account, other than individuals, all as defined in, and in accordance with, Articles L.411-1, L.411-2 and D.411-1 of the French Code monétaire et financier, are eligible to participate in the Tender Offer. This announcement has not been submitted to the clearance procedures (visa) of the Autorité des marchés financiers.
Italy
None of this announcement, the Offer to Purchase or any other document or materials relating to the Tender Offer have been or will be submitted to the clearance procedures of the Commissione Nazionale per le Società e la Borsa ("CONSOB") pursuant to Italian laws and regulations. The Tender Offer is being carried out in Italy as an exempted offer pursuant to article 101-bis, paragraph 3-bis of the Legislative Decree No. 58 of 24 February 1998, as amended (the "Financial Services Act") and article 35-bis, paragraph 4 of CONSOB Regulation No. 11971 of 14 May 1999, as amended. Holders or beneficial owners of the Notes that are resident and/or located in Italy can tender Notes for purchase in the Tender Offer through authorized persons (such as investment firms, banks or financial intermediaries permitted to conduct such activities in the Republic of Italy in accordance with the Financial Services Act, CONSOB Regulation No. 20307 of 15 February 2018, as amended, and Legislative Decree No. 385 of 1 September 1993, as amended) and in compliance with any other applicable laws and regulations and with any requirements imposed by CONSOB and any other Italian authority.
Each intermediary must comply with the applicable laws and regulations concerning information duties vis-à-vis its clients in connection with the Notes or the Tender Offer.
Belgium
None of this announcement, the Offer to Purchase or any other documents or materials relating to the Tender Offer have been submitted to or will be submitted for approval or recognition to the Financial Services and Markets Authority (Autorité des services et marchés financiers / Autoriteit voor financiële diensten en markten) and, accordingly, the Tender Offer may not be made in Belgium by way of a public offering, as defined in Articles 3 and 6 of the Belgian Law of April 1, 2007 on public takeover bids as amended or replaced from time to time. Accordingly, the Tender Offer may not be advertised and the Tender Offer will not be extended, and neither this Offer to Purchase nor any other documents or materials relating to the Tender Offer (including any memorandum, information circular, brochure or any similar documents) has been or shall be distributed or made available, directly or indirectly, to any person in Belgium other than "qualified investors" in the sense of Article 10 of the Belgian Law of June 16, 2006 on the public offer of placement instruments and the admission to trading of placement instruments on regulated markets, acting on their own account. This Offer to Purchase has been issued only for the personal use of the above qualified investors and exclusively for the purpose of the Tender Offer. Accordingly, the information contained in the Offer to Purchase may not be used for any other purpose or disclosed to any other person in Belgium.
Republic of Mauritius
The Offer to Purchase has not been and will not be registered as a prospectus with the Financial Services Commission of Mauritius (the "FSC"). The Offer to Purchase will not be approved by the FSC. The Offer to Purchase is not and should not be construed as advertisement or as an offer or sale of securities to the public. The FSC takes no responsibility for the contents of the Offer to Purchase.
General
This announcement does not constitute an offer to buy or the solicitation of an offer to sell Notes, and tenders of Notes in the Tender Offer will not be accepted from holders, in any circumstances in which such offer or solicitation is unlawful. In those jurisdictions where the securities, blue sky or other laws require the Tender Offer to be made by a licensed broker or dealer and any of the dealer managers or any of the dealer managers' respective affiliates is such a licensed broker or dealer in any such jurisdiction, the Tender Offer shall be deemed to be made by such dealer manager or affiliate, as the case may be, on behalf of the Offeror in such jurisdiction.
Forward-Looking Information
Certain statements included herein may constitute forward-looking statements within the meaning of the securities laws of certain jurisdictions. Certain such forward-looking statements can be identified by the use of forward-looking terminology such as "believes", "expects", "may", "are expected to", "intends", "will", "will continue", "should", "would be", "seeks", "anticipates" or similar expressions or the negative thereof or other variations thereof or comparable terminology. These forward-looking statements include all matters that are not historical facts. They appear in a number of places throughout this announcement and include statements regarding the intentions, beliefs or current expectations of the Offeror concerning, among other things, the results in relation to operations, financial condition, liquidity, prospects, growth and strategies of the Offeror and the industry in which it operates. 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.
These forward-looking statements speak only as of the date of this announcement. The Offeror does not undertake any obligation to update or revise any forward-looking statement, whether as a result of new information, future events or otherwise, except as may be required under Rule 14e-1 under the United States Securities Exchange Act of 1934.
Miscellaneous
The terms "affiliate" or "affiliates" when used in relation to the dealer managers shall have the meaning conferred to such terms under Rule 501(b) of Regulation D under the United States Securities Act of 1933.
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