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Promontoria MCS SAS (IRSH)

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Monday 11 September, 2017

Promontoria MCS SAS

Louvre Bidco Launches SSN Offering

RNS Number : 3376Q
Promontoria MCS SAS
11 September 2017
 

Press Release - Paris, September 11, 2017

 

THIS ANNOUNCEMENT IS FOR INFORMATIONAL PURPOSES ONLY AND DOES NOT CONSTITUTE OR FORM PART OF ANY OFFER OR INVITATION TO SELL OR ISSUE, OR ANY SOLICITATION OF AN OFFER TO PURCHASE OR SUBSCRIBE FOR, ANY SECURITIES OF LOUVRE BIDCO SAS

 

NOT FOR DISTRIBUTION TO U.S. NEWS WIRE SERVICES OR FOR

DISSEMINATION IN THE UNITED STATES, AUSTRALIA, CANADA OR JAPAN OR ANY OTHER JURISDICTION IN WHICH IT WOULD BE UNLAWFUL TO DO SO. PLEASE SEE THE IMPORTANT NOTICES AT THE END OF THIS ANNOUNCEMENT.

ANY FAILURE TO COMPLY WITH THIS RESTRICTION MAY CONSTITUTE A

VIOLATION OF U.S. SECURITIES LAW.

 

 

Launch of Senior Secured Notes Offering by Louvre Bidco

 

 

Promontoria MCS, a société par actions simplifiée organized under the laws of France (the "Company"), was informed today by Louvre Bidco SAS, a société par actions simplifiée organized under the laws of France indirectly owned by funds advised or managed by BC Partners LLP and/or its affiliates (the "Issuer"), that the Issuer has launched an offering of €270.0 million in aggregate principal amount of senior secured notes due 2024 (the "Notes").

 

The proceeds from the offering of the Notes will be deposited into an escrow account pending satisfaction of the conditions precedent set forth in the securities purchase agreement related to the previously announced acquisition by the Issuer of the outstanding securities of Promontoria MCS Holding (together with its subsidiaries, "MCS Groupe"), the direct parent company of the Company, and UBM2 SAS (the "Acquisition"). Upon release of the proceeds from the offering of the Notes from escrow, the Issuer intends to use such proceeds on the completion date of the Acquisition to (i) pay the purchase price for the Acquisition; (ii) on-lend to Promontoria MCS Holding and certain of its subsidiaries, directly and indirectly, amounts necessary to repay certain existing indebtedness of MCS Groupe, including to redeem in full €200.0 million in aggregate principal amount of senior secured floating rate notes due 2021 issued by the Company (the "Existing Notes"); and (iii) pay fees and expenses incurred in connection with the Acquisition and the offering of the Notes.  

 

The Company intends to use the flexibility available under the indenture governing the Existing Notes to redeem 10% of the outstanding aggregate principal amount thereof at a redemption price of 103% and the remainder at a redemption price of 100% plus a make-whole premium. Assuming redemption of the Existing Notes in full on the completion date of the Acquisition, the redemption price for the Existing Notes will include approximately €0.5 million of accrued and unpaid interest to but not including the date of redemption and a combined early prepayment premium of approximately €12.8 million.

 

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The offering is being made by means of an offering memorandum. This press release does not constitute an offer to sell or the solicitation of an offer to buy the Notes or any other security in any jurisdiction and shall, in any circumstance, 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 have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the "Securities Act"), or any U.S. state securities laws, and may not be offered or sold within the United States or to, or for the account or benefit of, U.S. persons except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and applicable state and local securities laws. Accordingly, the Notes are being offered and sold in the United States only to (i) qualified institutional buyers in accordance with Rule 144A under the Securities Act that are also qualified purchasers within the meaning of the U.S. Investment Company Act of 1940, as amended, and (ii) outside the United States in accordance with Regulation S under the Securities Act. Any public offering of securities to be made in the United States will be made by means of an offering memorandum that may be obtained from the Issuer and that will contain detailed information about the Issuer and management, as well as financial statements. This press release is being issued pursuant to and in accordance with Rule 135e under the Securities Act.

 

No action has been, or will be, taken in any jurisdiction (including the United States) by the Issuer that would result in a public offering of the Notes or the possession, circulation or distribution of any offering memorandum or any other material relating to the Issuer or the Notes in any jurisdiction where action for such purpose is required.

 

The offering memorandum relating to the Notes has not been prepared and is not being distributed in the context of a public offering of financial securities in France (offre au public de titres financiers) within the meaning of Article L.411-1 of the French Monetary and Financial Code and Title I of Book II of the Règlement Général of the Autorité des marchés financiers (the French Financial Markets Authority) (the "AMF").  Consequently, the Notes may not be, directly or indirectly, offered or sold to the public in France, and neither the offering memorandum relating to the Notes nor any offering or marketing materials relating to the Notes must be made available or distributed in any way that would constitute, directly or indirectly, an offer to the public in France.

 

The Notes may only be offered or sold in France to qualified investors (investisseurs qualifiés) acting for their own account and/or to 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 le compte de tiers), all as defined in and in accordance with Articles L.411-1, L.411-2, D.411-1, D.744-1, D.754-1 and D.764-1 of the French Monetary and Financial Code and applicable regulations thereunder.

 

The offering memorandum related to the Notes is for distribution only to, and is only directed at, persons who (i) are outside the United Kingdom, (ii) 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"), (iii) are persons falling within Article 49(2)(a) to (d) (high net worth companies, unincorporated associations, etc.) of the Financial Promotion Order or (iv) are persons to whom an invitation or inducement to engage in investment activity (within the meaning of section 21 of the Financial Services and Markets Act 2000 (the "FSMA")) in connection with the issue or sale of any Notes may otherwise lawfully be communicated (all such persons together being referred to as "relevant persons").  This press release is directed only at relevant persons and must not be acted on or relied on by persons who are not relevant persons.  Any investment or investment activity to which this press release relates is available only to relevant persons and will be engaged in only with relevant persons.  The Notes are being offered solely to "qualified investors" as defined in the Directive 2003/71/EC (the "Prospectus Directive") and accordingly the offer of Notes is not subject to the obligation to publish a prospectus within the meaning of the Prospectus Directive.  Any person who is not a relevant person should not act or rely on this press release or any of its contents.

 

This press release may include projections and other "forward-looking" statements within the meaning of applicable securities laws. Any such projections or statements reflect the current views of the Issuer or its subsidiaries about further events and financial performance. No assurances can be given that such events or performance will occur as projected and actual results may differ materially from these projections.

 

MAR Stabilisation

 

 

 

 

 

This announcement has been issued through the Companies Announcement Service of

The Irish Stock Exchange

 

 


This information is provided by RNS
The company news service from the London Stock Exchange
 
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