Debt information
Debt Information
On January 27, 2022, Cerdia issued a senior secured notes (“notes”). The transaction has been effective on February 7, 2022 with closing an Indenture, dated as of February 7, 2022, governing the terms of the USD 600 million aggregate principal amount. Issuance price was at 97.0% (original issue discount “OID” at 3.0%).
The notes bearing a fixed interest rate of 10.5% p.a. Final maturity of the notes is on February 15, 2027.
The transaction has been arranged by Jefferies LLC as lead bookrunner and Deutsche Bank Trust Company Americas is acting as agent.
The obligations under the Indenture and the RCF-Agreement (and corresponding documents) are secured by a pledge of shares of the group companies. In addition, the Indenture stipulates a pledge over all the Group’s bank accounts. To the extent that the Group would not respect its obligations under the related outstanding contracts, the pledged shares and bank accounts would be used to settle the Group’s obligations.
The Indenture and the RCF-Agreement contain several covenants and restrictions. Such covenants and restrictions include, but are not limited to, customary, cross-default provisions, affirmative covenants, including covenants regarding the payment of taxes, maintenance of insurance, reporting requirements and compliance with applicable laws. The Indenture and RCF-Agreement also contain negative covenants, among others, limiting the Group’s ability to incur debt, make acquisitions, make certain restricted payments and sell assets beyond a certain threshold. The Indenture and RCF-Agreement also contain a financial covenant, whereby the Group has to maintain a Consolidated Senior Secured First Lien Leverage Ratio (Gross Debt to Consolidated EBITDA ratio as defined in the Indenture and the RCF-Agreement) not higher than 7.50 to 1.00 on the last day of each test period (i.e. the last day of the latest four consecutive fiscal quarters) in the event that the aggregate amount drawn under the RCF, is equal or exceeds 40% of the available RCF amount (“springing” covenant).
Under the indenture, the Group is required to make an offer (an “Excess Cash Flow Offer”) to all Holders of Notes within 125 days after the end of such period to purchase the maximum aggregate principal amounts of Notes, that may be purchased with (a) 90% Excess Cash Flow for such fiscal period to the extent the Consolidated Secured Debt Ratio for that period is greater than 3.50 to 1.00 and (b) 75% of Excess Cash Flow for such fiscal period to the extent the Consolidated Secured Debt Ratio for that period is less than or equal to 3.50 to 1.00 (the “Excess Cash Flow Offer Amount”).
Notwithstanding the foregoing, the minimum Excess Cash Flow Offer amount in any given year shall be:
2022: USD 15 million
2023: USD 20 million
2024: USD 20 million
2025: USD 20 million