03/23/2023 - Results and Settlement of 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.
23 March 2023
RESULTS AND SETTLEMENT OF OFFER TO PURCHASE BY CERDIA FINANZ GMBH FOR UP TO $18.200.000 OF ITS OUTSTANDING NOTES
Cerdia Finanz GmbH ("Cerdia") today announces
$18,200,000 in aggregate principal amount of Cerdia’s outstanding have been accepted for purchase
Settlement of the offer to purchase and payment of the Tender Consideration (plus the applicable accrued and unpaid interest) made in immediately available funds delivered to DTC is expected to take place on 24 March 2023
Cerdia announces today the results of the offer to purchase for cash (the “Offer”) of $18,200,000 of its 10.50% Senior Secured Notes due 2027 (Rule 144A ISIN: US15679GAA04; Rule 144A CUSIP 15679G AA0; Regulation S ISIN: USD1RA09AA12; Regulation S CUSIP: D1RA09 AA1) (the “Notes”).
The Offer constituted 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 was announced on 21 February 2023 and made upon the terms and subject to the conditions set forth in Cerdia’s Offer to Purchase dated 21 February 2023 (the “Offer to Purchase”). The Offer expired on 22 March 2023 at 5:00 p.m., New York time (the “Expiration Time”). Capitalized terms used herein and not otherwise defined shall have the meanings given to them in the Offer to Purchase.
Results of the Offer
Cerdia hereby announces that $18,200,000 in aggregate principal amount (the “Final Acceptance Amount”) of its outstanding Notes have been accepted for purchase by Cerdia, subject to the terms and conditions described herein and the Offer to Purchase, for cash at a price of $1,000 per $1,000 principal amount of its Notes validly tendered and accepted, plus accrued and unpaid interest. The aggregate principal amount of the Notes validly tendered in the Offer was above the Final Acceptance Amount, and as a result, Cerdia has applied a Pro-Rating Factor of 3.6657%, such that tender instructions where such pro-ration would result in either (i) Cerdia accepting Notes from the relevant Holder in an aggregate principal amount of less than $200,000 or (ii) the principal amount of Notes not purchased and returned back to the relevant Holder being an aggregate principal amount of less than $200,000, have been rejected.
Settlement Date
In accordance with the Offer to Purchase, the settlement date in relation to the Offer is expected to be 24 March 2023 (the “Settlement Date”).
Settlement of the Offers and Other Relevant Information
On the Settlement Date, the aggregate amounts of the Tender Consideration and Accrued Interest for the Notes accepted for purchase by Cerdia will be paid in immediately available funds to DTC. The deposit of such funds with DTC will discharge the obligation of Cerdia to all such Holders in respect of the payment of the Tender Consideration and Accrued Interest.
Following settlement of the Offer, $581,800,000 in aggregate principal amount of the Notes will remain outstanding. Notes accepted for purchase in the Offer will be cancelled. Notes that were not successfully tendered for purchase pursuant to the Offer and the terms and conditions set out in the Offer to Purchase will remain outstanding and will remain subject to the terms and conditions of such Notes.
Holders who have tendered their Notes for purchase pursuant to the Offer are advised to check with their broker, dealer, bank, custodian, trust company, nominee or other intermediary through which they hold their Notes to determine whether their tendered Notes have been accepted for purchase by Cerdia.
The Offer was 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. In addition, nothing contained herein constitutes a notice of redemption of the 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. 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 undertakes no obligation to update forward-looking statements and will not publicly release any revisions that may be made to 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.
