NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES OF AMERICA, AUSTRALIA, CANADA OR JAPAN, OR IN ANY OTHER JURISDICTION IN WHICH OFFERS OR SALES OF SECURITIES WOULD BE PROHIBITED BY APPLICABLE LAW
Hercule Debtco S.à r.l., a special purpose vehicle established to acquire Albéa S.A., launches a €150 million offering of Senior HoldCo Pay-If-You-Can Notes due 2024
Gennevilliers, France, January 26, 2018. Albéa S.A. and its affiliates (the “Albéa Group”) announced today that Hercule Debtco S.à r.l., a société à responsabilité limitée incorporated under the laws of the Grand Duchy of Luxembourg (the “Issuer”), intends to offer €150 million in aggregate principal amount of its Senior HoldCo Pay-If-You-Can Notes due 2024 (the “Notes”). The offering of the Notes forms part of the financing for the proposed acquisition (the “Acquisition”) of the Albéa Group by a subsidiary of the Issuer. The Issuer is indirectly owned by funds affiliated with or managed by PAI Partners.
The Acquisition remains subject to the satisfaction of certain conditions, including antitrust clearance in certain jurisdictions, and the performance of certain closing actions. Pending completion of the Acquisition, the gross proceeds of the offering will be deposited in an escrow account. If the Acquisition is not consummated on or prior to August 31, 2018, the Notes will be subject to a special mandatory redemption. Upon release of the proceeds of the offering from escrow, the Issuer will use the proceeds to fund, in part, the purchase price of the Acquisition and the payment of certain transaction costs. A certain amount of the proceeds will be retained by the Issuer.
The 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 of America (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”)). There is no assurance that the offering will be completed or, if completed, as to the terms on which it is completed. For the purposes of Directive 2014/65/EU (as amended, "MiFID II"), the target market for the Notes is eligible counterparties and professional investors only.
This document is for informational purposes only and does not constitute a prospectus or any offer to sell or the solicitation of an offer to buy any security 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 have not been and will not be registered under the Securities Act, and accordingly any offer or sale of the Notes 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 release, publication or distribution, directly or indirectly, 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 Albéa Group’s website nor any website accessible by hyperlinks on the Albéa Group’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. These forward-looking statements can be identified by the use of forward-looking terminology, including the terms “anticipates”, “believes”, “estimates”, “intends”, “may”, “should” or “will” or,
in each case their negative, or other variations or comparable terminology. 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 Albéa Group’s 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 Albéa Group does not undertake or intend 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.