02/21/2023 - Offer to Purchase by Cerdia Finanz GmbH for up to $18,200,000 of its Outstanding Notes
This announcement is for information purposes only and is not an offer to buy or sell, or an invitation or solicitation of an offer to buy or sell, securities in any jurisdiction. The information contained herein does not constitute or form part of any offer to issue or sell or tender, or any solicitation of any offer to subscribe or purchase, any investments in any jurisdiction.
21 February 2023
OFFER TO PUCHASE BY CERDIA FINANZ GMBH FOR UP TO $18,200,000 OF ITS OUTSTANDING NOTES
Cerdia Finanz GmbH ("Cerdia") today announces
Commencement of offer to purchase for cash up to $18,200,000 of Cerdia’s outstanding notes
Offer pursuant to Cerdia’s obligation to make an Excess Cash Flow Offer within 125 days after the end of the fiscal year, subject to the terms of the indenture governing the notes
Commencement of Offer to Purchase
Cerdia announces today that is has commenced an offer to purchase for cash (the “Offer”) up to a total Final Acceptance Amount (defined below) of $18,200,000 at a price per $1,000 principal amount of its validly tendered and accepted 10.50% Senior Secured Notes due 2027 (the “Notes”) of $1,000, plus accrued and unpaid interest, upon the terms and subject to the conditions set forth in Cerdia’s Offer to Purchase dated 21 February 2023 (as it may be amended or supplemented from time to time, the “Offer to Purchase”).
The Offer constitutes an excess cash flow offer in accordance with the requirements of the indenture governing the Notes, entered into among Cerdia, the guarantors party thereto, and Deutsche Bank Trust Company Americas, as trustee, security agent, paying agent, transfer agent and registrar, dated as of February 7, 2022.
The Offer will expire at 5:00 p.m., New York time, on 22 March 2023, unless extended (such date and time, as the same may be extended, the “Expiration Time”). Cerdia reserves the right to extend, amend or terminate the Offer at any time. Holders of Notes (“Holders”) are advised to check with any bank, securities broker or other intermediary through which they hold Notes when such intermediary would need to receive instructions from a Holder in order for that Holder to be able to participate in, or withdraw their instruction to participate in, the Offer by the deadlines specified in the Offer to Purchase. The deadline set by any such intermediary and by The Depository Trust Company (“DTC”) for the submission and withdrawal of the tender instructions may be earlier than the relevant deadlines specified in the Offer to Purchase.
Certain information regarding the Notes and the terms of the Offer is summarized in the table below.
Description of Notes
10.50% Senior Secured Notes due 2027
ISINs / CUSIPs
Rule 144A: US15679GAA04/ 15679G AA0
Regulation S: USD1RA09AA12 /D1RA09 AA1
Outstanding Principal Amount
$600,000,000
Denomination of the Notes
$200,000 and integral multiples of $1,000 in excess thereof*
Purchase Price per $1,000 Principal Amount of Notes tendered and accepted
$1,000 (plus accrued and unpaid interest)
Final Acceptance Amount
$18,200,000
* Tenders of the Notes will be accepted only in principal amounts equal to $200,000 and in integral multiples of $1,000 in excess thereof; provided that Holders who tender less than all of their Notes or less than all of whose Notes are accepted for purchase must continue to hold Notes in principal amounts equal to minimum denominations of $200,000 and integral multiples of $1,000 in excess thereof.
The “Purchase Price” for Notes validly tendered and accepted for purchase pursuant to the Offer shall be as set forth in the table above. In respect of Notes validly tendered that are accepted for purchase, Cerdia will pay the Tender Consideration on the Settlement Date (defined below).
Cerdia will announce the results of the Offer as soon as reasonably practicable on the Business Day (as defined in the Offer to Purchase) following the Expiration Time. The settlement date with respect to Notes validly tendered that are accepted for purchase by Cerdia is expected to occur on 24 March 2023, being the Business Day following the announcement of the results of the Offer (the “Settlement Date”).
Holders of Notes validly tendered that are accepted for purchase by Cerdia will, on the Settlement Date, receive the Purchase Price in respect of such Notes, plus any accrued and unpaid interest from the interest payment date for the relevant Notes immediately preceding the Settlement Date to, but not including, the Settlement Date.
Payment for Notes validly tendered and not validly withdrawn pursuant to the Offer is subject to the satisfaction of certain conditions. However, the Offer is not conditioned upon any minimum amount of Notes being tendered. Cerdia reserves the right, in its sole discretion, to waive any and all conditions to the Offer.
Copies of the Offer documents and other related documents may be obtained from Kroll Issuer Services Limited, the tender and information agent for the Offer, subject to eligibility and registration, on the Tender Offer Website: https://deals.is.kroll.com/cerdia.
The Offer is being made solely by means of the Offer to Purchase. Under no circumstances shall this press release constitute an offer to purchase or the solicitation of an offer to sell the Notes or any other securities of Cerdia or any other person, nor shall there be any offer or sale of any Notes or other securities in any state or jurisdiction in which such an offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. In addition, nothing contained herein constitutes a notice of redemption of the Notes. No recommendation is made as to whether Holders of the Notes should tender their Notes.
IMPORTANT NOTICES
This announcement is for information purposes only and is not intended to and does not constitute or form part of any offer or invitation to purchase or subscribe for or tender, or any solicitation to purchase or subscribe for or tender, any securities in any jurisdiction. No offer or invitation to purchase or subscribe for or tender, or any solicitation to purchase or subscribe for or tender, any securities will be made in any jurisdiction in which such an offer or solicitation is unlawful. The information contained in this announcement should not be distributed, forwarded to or transmitted in or into any jurisdiction where to do so might constitute a violation of local securities laws or regulations.
No representations or warranties, express or implied, are made as to, and no reliance should be placed on, the accuracy, fairness or completeness of the information presented or contained in this release. This release contains certain forward-looking statements, which are based on current assumptions and estimates by the management of Cerdia. Past performance cannot be relied upon as a guide to future performance and should not be taken as a representation that trends or activities underlying past performance will continue in the future. Such statements are subject to numerous risks and uncertainties that could cause actual results to differ materially from any expected future results in forward-looking statements. These risks may include, for example, changes in the global economic situation, and changes affecting individual markets and exchange rates.
Cerdia provides no guarantee that future development and future results achieved will correspond to the forward-looking statements included here and accepts no liability if they should fail to do so. Cerdia undertakes no obligation to update these forward-looking statements and will not publicly release any revisions that may be made to these forward-looking statements, which may result from events or circumstances arising after the date of this release.
This release is for informational purposes only and does not constitute or form part of any invitation or inducement to engage in investment activity, nor does it constitute an offer or invitation to buy or sell any securities, in any jurisdiction including the United States, or a recommendation in respect of buying, holding or selling any securities.
Neither this announcement nor anything contained herein shall form the basis of, or be relied upon in connection with, any offer or commitment whatsoever in any jurisdiction. Investors should not purchase or subscribe for or tender any transferable securities referred to in this announcement.
The Tender and Information Agent for the Offer is:
KROLL ISSUER SERVICES LIMITED
The Shard
32 London Bridge Street
London
SE1 9SG
United Kingdom
Attention: Harry Ringrose
Telephone: +44 20 7704 0880
Email: cerdia@is.kroll.com
Tender Offer Website: https://deals.is.kroll.com/cerdia
Any questions regarding procedures for tendering Notes or requests for additional copies of the Offer to Purchase may be directed to the Tender and Information Agent. You may also contact your broker, dealer, commercial bank, trust company or other nominee for assistance concerning the Offer.
OFFER AND DISTRIBUTION RESTRICTIONS
Neither this announcement nor the Offer to Purchase constitutes an invitation to participate in the Offer in any jurisdiction in which, or to any person to or from whom, it is unlawful to make such invitation or for there to be such participation under applicable securities laws. The distribution of this announcement and/or the Offer to Purchase may be restricted by law in certain jurisdictions. Persons into whose possession this announcement and/or the Offer to Purchase comes, or who access the Tender Offer Website (as defined in the Offer to Purchase), are required by Cerdia and the Tender and Information Agent (as defined in the Offer to Purchase) to inform themselves about, and to observe, any such restrictions. Neither Cerdia nor the Tender and Information Agent will incur any liability for its own failure or the failure of any other person or persons to comply with the provisions of any such restrictions.
United Kingdom
The Offer, this announcement, the Offer to Purchase and/or any other documents or materials relating to the Offer are not being submitted to 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, such documents and/or materials are not being distributed to, and must not be passed on to, the general public in the United Kingdom, and are only for circulation to persons outside the United Kingdom or to persons within 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”)) or within Article 43 of the Financial Promotion Order, or to other persons to whom it may lawfully be communicated in accordance with the Financial Promotion Order.
General
None of this announcement, the Offer to Purchase and/or any related documents constitutes an offer to buy or the solicitation of an offer to sell the Notes (and such tenders of Notes in the 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 Offer to be made by a licensed broker or dealer or similar in any such jurisdiction, the Offer shall be deemed to be made by one or more registered brokers or dealers licensed under the laws of such jurisdiction, as the case may be, on behalf of Cerdia in such jurisdiction.
Neither this announcement nor the Offer to Purchase has been filed with or reviewed by any foreign, U.S. federal or state securities commission or regulatory authority, and no such commission or authority has passed upon the accuracy or adequacy of this announcement and/or the Offer to Purchase. Any representation to the contrary is unlawful and may be a criminal offense.
Each Holder participating in the Offer will also be deemed to give certain representations in respect of the jurisdictions referred to above and generally as set out in the “Terms of the Offer” section of the Offer to Purchase. Any tender of the Notes for purchase pursuant to the Offer from a Holder that is unable to make these representations may be rejected. Both Cerdia and the Tender and Information Agent reserve the right, in its absolute discretion (and without prejudice to the relevant Holder's responsibility for the representations made by it), to investigate, in relation to any tender of Notes for purchase pursuant to the Offer, whether any such representation given by a Holder is correct and, if such investigation is undertaken and as a result Cerdia determines (for any reason) that such representation is not correct, such tender may be rejected.
