13.03.2013, 21:41
DTEK Finance B.V. Commences Tender Offer and Consent Solicitation
OREANDA-NEWS. DTEK Finance B.V. Commences a Tender Offer and Consent Solicitation for the outstanding USD 500,000,000 9.5% Senior Notes due 2015 issued by DTEK Finance B.V.
DTEK Finance B.V. (the "Issuer") announces today (i) an offer to the holders of the outstanding USD 500,000,000 9.5% Senior Notes due 2015 issued by the Issuer and guaranteed by DTEK Holdings B.V. (the “Parent Guarantor”) and DTEK Holdings Limited (the “Notes”) to tender up to an aggregate principal amount of USD 300,000,000 (the “Maximum Acceptance Amount”) of such Notes for purchase by the Issuer for cash (the “Tender Offer”); and (ii) a proposal to amend certain covenants and other provisions (the “Amendments”) contained in the Indenture dated April 28, 2010 (the “Consent Solicitation”, and together with the Tender Offer, the “Offer”). The Tender Offer and the Consent Solicitation shall be subject to the terms and conditions set out in the Tender Offer and Consent Solicitation Statement dated March 12, 2013 (the “Tender Offer and Consent Solicitation Statement”) prepared by the Issuer. The Issuer’s purchase of the Notes is conditional, among other conditions, upon the New Issue Condition (as defined below).
Capitalised terms used in this announcement but not defined have the meanings given to them in the Tender Offer and Consent Solicitation Statement.
The purpose of the Offer is to refinance a portion of the Issuer’s indebtedness under the Indenture and proactively manage the Issuer’s debt maturity profile by acquiring outstanding Notes out of proceeds generated from the issuance and offering of the New Notes (as defined below), and to effect the Amendments in order to harmonise certain covenants and other provisions with those in the New Notes Indenture (as defined below), which better reflect the DTEK group’s growing business. The Issuer intends to deliver all Notes acquired pursuant to the Offer to the Trustee for prompt cancellation.
Holders validly tendering and not withdrawing Notes on or prior to the Early Tender Date will be eligible to receive the Early Tender Offer Consideration (as defined below). Holders validly tendering and not withdrawing Notes after the Early Tender Date but on or prior to the Tender Expiration Date will only be eligible to receive the Tender Offer Consideration (as defined below).
The early tender offer consideration payable in respect of each USD 1,000 principal amount of Notes validly tendered and not withdrawn and accepted for purchase pursuant to the Offer is USD 1,062.50 (the “Early Tender Offer Consideration”).
The tender offer consideration payable in respect of each USD 1,000 principal amount of Notes validly tendered and not withdrawn and accepted for purchase pursuant to the Offer is USD 1,012.50 (the “Tender Offer Consideration”).
The consideration for each USD 1,000 principal amount of Notes for which a consent to the Amendments (a “Consent”) is received on or prior to the Consent Expiration Date is USD 5.00 (the “Consent Payment”).
The tendering of any Notes under the Tender Offer automatically constitutes the delivery of Consents by such tendering holder in respect of the aggregate principal amount of such tendered Notes. Holders that validly deliver and do not revoke their Consents on or prior to the Consent Expiration Date shall be eligible to receive the Consent Payment, whether or not they also elect to tender the Notes in respect of which such Consent is delivered. If the Issuer decides to accept tenders of Notes for purchase on a pro rata basis, holders will receive the Early Tender Offer Consideration or Tender Offer Consideration (as applicable) in respect of those Notes validly tendered and accepted for purchase by the Issuer after such proration. For the avoidance of doubt, no proration shall be applied in respect of any Consents validly delivered pursuant to the Consent Solicitation.
In addition, accrued and unpaid interest from the last preceding interest payment date up to, but not including, the Payment Date (as defined below) will be paid to any holder whose Notes are accepted for purchase pursuant to the Offer. Notes tendered may be validly withdrawn and the related Consents delivered may be validly revoked at any time on or prior to the Early Tender Date, but not thereafter except in the limited circumstances described herein. Consents delivered may be validly revoked at any time on or prior to Consent Expiration Date, but not thereafter except in the limited circumstances described in the Tender Offer and Consent Solicitation Statement. All payments made to holders of the Notes under the Offer will be made on a date promptly following the Tender Expiration Date (the “Payment Date”).
The Issuer reserves the right to terminate, withdraw or amend the Offer at any time prior to its acceptance of Notes tendered and Consents delivered under the Offer, subject to applicable law, as described inn the Tender and Consent Solicitation Statement. The obligation of the Issuer to purchase Notes, accept Consents or make payment under the Offer is subject to certain conditions, including the condition that the Issuer is satisfied that it has received an amount by way of proceeds from the issue and offering of the US dollar denominated senior notes issued by DTEK Finance PLC, a wholly-owned subsidiary of the Parent Guarantor (the “New Notes”), which is sufficient (as determined by the Issuer in its sole discretion) in order to enable it to finance (i) the purchase by it of the Notes validly tendered and not withdrawn and accepted for purchase by it and (ii) the payment by it of all Consent Payments payable by it in respect of Consents validly delivered and not revoked, in each case, under and in accordance with the terms and conditions of the Offer (the “New Issue Condition”). The Issuer reserves the right to waive any of the conditions to the Offer, and, in its sole and absolute discretion, to increase the Maximum Acceptance Amount. The Tender Offer is not conditional upon the passing of the Consent Solicitation. In the event that the Tender Offer is not consummated, the Consent Solicitation will not be effected unless (i) Requisite Consents are received and accepted by the Issuer, excluding all Consents deemed to be delivered automatically in connection with tenders of Notes; and (ii) the New Issue Condition is not satisfied.
The Issuer has retained Deutsche Bank AG, London Branch and J.P. Morgan Securities plc (the “Joint Dealer Managers”) to act as the Joint Dealer Managers and D.F. King & Co., Inc. to act as the Tender Agent (the “Tender Agent”). Questions or requests for assistance concerning the terms of the Offer should be directed to the Joint Dealer Managers at:
Deutsche Bank AG, London Branch
Winchester House
1 Great Winchester Street
London EC2N 2DB
United Kingdom
(Attention: Liability Management)
Tel: +44 207 545 8011
E-mail: liability.management@db.com
J.P. Morgan Securities plc
25 Bank Street
Canary Wharf
London E14 5JP
United Kingdom
(Attention: Liability Management)
Tel: +44 20 7134 2468 / +44 7134 3414
E-mail: emea_lm@jpmorgan.com
Questions or requests for assistance concerning the procedures of the Offer (including, but not limited to, the delivery of Consents) or for additional copies of the Tender Offer and Consent Solicitation Statement should be directed to D.F. King & Co., Inc. as the Tender Agent in London Tel: +44 20 7920 9700 or in New York Tel: +1 212 269-5550; Email: dtek@dfking.com.
DTEK Finance B.V. (the "Issuer") announces today (i) an offer to the holders of the outstanding USD 500,000,000 9.5% Senior Notes due 2015 issued by the Issuer and guaranteed by DTEK Holdings B.V. (the “Parent Guarantor”) and DTEK Holdings Limited (the “Notes”) to tender up to an aggregate principal amount of USD 300,000,000 (the “Maximum Acceptance Amount”) of such Notes for purchase by the Issuer for cash (the “Tender Offer”); and (ii) a proposal to amend certain covenants and other provisions (the “Amendments”) contained in the Indenture dated April 28, 2010 (the “Consent Solicitation”, and together with the Tender Offer, the “Offer”). The Tender Offer and the Consent Solicitation shall be subject to the terms and conditions set out in the Tender Offer and Consent Solicitation Statement dated March 12, 2013 (the “Tender Offer and Consent Solicitation Statement”) prepared by the Issuer. The Issuer’s purchase of the Notes is conditional, among other conditions, upon the New Issue Condition (as defined below).
Capitalised terms used in this announcement but not defined have the meanings given to them in the Tender Offer and Consent Solicitation Statement.
The purpose of the Offer is to refinance a portion of the Issuer’s indebtedness under the Indenture and proactively manage the Issuer’s debt maturity profile by acquiring outstanding Notes out of proceeds generated from the issuance and offering of the New Notes (as defined below), and to effect the Amendments in order to harmonise certain covenants and other provisions with those in the New Notes Indenture (as defined below), which better reflect the DTEK group’s growing business. The Issuer intends to deliver all Notes acquired pursuant to the Offer to the Trustee for prompt cancellation.
Holders validly tendering and not withdrawing Notes on or prior to the Early Tender Date will be eligible to receive the Early Tender Offer Consideration (as defined below). Holders validly tendering and not withdrawing Notes after the Early Tender Date but on or prior to the Tender Expiration Date will only be eligible to receive the Tender Offer Consideration (as defined below).
The early tender offer consideration payable in respect of each USD 1,000 principal amount of Notes validly tendered and not withdrawn and accepted for purchase pursuant to the Offer is USD 1,062.50 (the “Early Tender Offer Consideration”).
The tender offer consideration payable in respect of each USD 1,000 principal amount of Notes validly tendered and not withdrawn and accepted for purchase pursuant to the Offer is USD 1,012.50 (the “Tender Offer Consideration”).
The consideration for each USD 1,000 principal amount of Notes for which a consent to the Amendments (a “Consent”) is received on or prior to the Consent Expiration Date is USD 5.00 (the “Consent Payment”).
The tendering of any Notes under the Tender Offer automatically constitutes the delivery of Consents by such tendering holder in respect of the aggregate principal amount of such tendered Notes. Holders that validly deliver and do not revoke their Consents on or prior to the Consent Expiration Date shall be eligible to receive the Consent Payment, whether or not they also elect to tender the Notes in respect of which such Consent is delivered. If the Issuer decides to accept tenders of Notes for purchase on a pro rata basis, holders will receive the Early Tender Offer Consideration or Tender Offer Consideration (as applicable) in respect of those Notes validly tendered and accepted for purchase by the Issuer after such proration. For the avoidance of doubt, no proration shall be applied in respect of any Consents validly delivered pursuant to the Consent Solicitation.
In addition, accrued and unpaid interest from the last preceding interest payment date up to, but not including, the Payment Date (as defined below) will be paid to any holder whose Notes are accepted for purchase pursuant to the Offer. Notes tendered may be validly withdrawn and the related Consents delivered may be validly revoked at any time on or prior to the Early Tender Date, but not thereafter except in the limited circumstances described herein. Consents delivered may be validly revoked at any time on or prior to Consent Expiration Date, but not thereafter except in the limited circumstances described in the Tender Offer and Consent Solicitation Statement. All payments made to holders of the Notes under the Offer will be made on a date promptly following the Tender Expiration Date (the “Payment Date”).
The Issuer reserves the right to terminate, withdraw or amend the Offer at any time prior to its acceptance of Notes tendered and Consents delivered under the Offer, subject to applicable law, as described inn the Tender and Consent Solicitation Statement. The obligation of the Issuer to purchase Notes, accept Consents or make payment under the Offer is subject to certain conditions, including the condition that the Issuer is satisfied that it has received an amount by way of proceeds from the issue and offering of the US dollar denominated senior notes issued by DTEK Finance PLC, a wholly-owned subsidiary of the Parent Guarantor (the “New Notes”), which is sufficient (as determined by the Issuer in its sole discretion) in order to enable it to finance (i) the purchase by it of the Notes validly tendered and not withdrawn and accepted for purchase by it and (ii) the payment by it of all Consent Payments payable by it in respect of Consents validly delivered and not revoked, in each case, under and in accordance with the terms and conditions of the Offer (the “New Issue Condition”). The Issuer reserves the right to waive any of the conditions to the Offer, and, in its sole and absolute discretion, to increase the Maximum Acceptance Amount. The Tender Offer is not conditional upon the passing of the Consent Solicitation. In the event that the Tender Offer is not consummated, the Consent Solicitation will not be effected unless (i) Requisite Consents are received and accepted by the Issuer, excluding all Consents deemed to be delivered automatically in connection with tenders of Notes; and (ii) the New Issue Condition is not satisfied.
The Issuer has retained Deutsche Bank AG, London Branch and J.P. Morgan Securities plc (the “Joint Dealer Managers”) to act as the Joint Dealer Managers and D.F. King & Co., Inc. to act as the Tender Agent (the “Tender Agent”). Questions or requests for assistance concerning the terms of the Offer should be directed to the Joint Dealer Managers at:
Deutsche Bank AG, London Branch
Winchester House
1 Great Winchester Street
London EC2N 2DB
United Kingdom
(Attention: Liability Management)
Tel: +44 207 545 8011
E-mail: liability.management@db.com
J.P. Morgan Securities plc
25 Bank Street
Canary Wharf
London E14 5JP
United Kingdom
(Attention: Liability Management)
Tel: +44 20 7134 2468 / +44 7134 3414
E-mail: emea_lm@jpmorgan.com
Questions or requests for assistance concerning the procedures of the Offer (including, but not limited to, the delivery of Consents) or for additional copies of the Tender Offer and Consent Solicitation Statement should be directed to D.F. King & Co., Inc. as the Tender Agent in London Tel: +44 20 7920 9700 or in New York Tel: +1 212 269-5550; Email: dtek@dfking.com.
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