09/24/2024 - Cerdia Finanz GmbH Announces Pricing of its Offering of $900,000,000 Aggregate Principal Amount of Senior Secured Notes due 2031
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES OF AMERICA, CANADA, JAPAN OR AUSTRALIA
24 September 2024
Cerdia Finanz GmbH (the “Issuer”) announced today the pricing of its offering of $900 million aggregate principal amount of 9.375% senior secured notes due 2031 (the “Notes”).
The proceeds from the offering of the Notes, together with cash on balance sheet, will be used to (i) redeem in full the Issuer’s outstanding 10.50% senior secured notes due 2027, including payment of the applicable redemption premium and accrued and unpaid interest (the “Existing Notes,” and such redemption, the “Existing Notes Redemption”), (ii) fund a distribution to its shareholders and (iii) pay fees and expenses in connection with the transactions. The issuance of the Notes is subject to customary closing conditions and settlement is expected to occur on or around October 3, 2024. The Existing Notes Redemption is conditional upon the issuance of the Notes and customary conditions precedent.
About the Group
The Issuer is an indirect wholly owned subsidiary of Cerdia Holding S.à r.l., a holding company which is indirectly controlled by The Blackstone Group Inc. (Cerdia Holding S.à r.l. together with the Issuer and its other subsidiaries, the “Group”). The Group is a leading global producer of filter tow and specialty filter tow products, serving a global customer base representing, primarily, the major tobacco multinational companies. The Group is the only filter tow producer with strategically located manufacturing facilities in four key regions, namely Europe, the Commonwealth of Independent States (CIS) (including Russia), the United States and Latin America. The Group also has a footprint in the Middle East and Asia, where it has filter tow distribution centers which ensure security of supply to customers in these regions.
Cautionary Statement
The Notes have not been and will not be registered under the U.S. Securities Act of 1933 (as amended, the “U.S. Securities Act”), or the securities laws of any other jurisdiction, and, unless so registered, may not be offered or sold except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the U.S. Securities Act and the securities laws of any other applicable jurisdiction. Accordingly, the Notes are being offered and sold only to qualified institutional buyers (as defined in Rule 144A under the U.S. Securities Act) in reliance on Rule 144A under the U.S. Securities Act and in offshore transactions to non-U.S. persons outside of the United States (in each case, as defined in Regulation S under the U.S. Securities Act) in reliance on Regulation S under the U.S. Securities Act. This press release does not constitute an offer to sell or the solicitation of an offer to buy the Notes, nor shall it constitute an offer, solicitation or sale in any jurisdiction in which such offer, solicitation or sale would be unlawful.
The Notes are not intended to be offered, sold or otherwise made available to and should not be offered, sold or otherwise made available to any retail investor in the European Economic Area (“EEA”). For these purposes, a retail investor means a person who is one (or more) of (i) a retail client as defined in point (11) of Article 4(1) of Directive 2014/65/EU (as amended, “MiFID II”), (ii) a customer within the meaning of Directive (EU) 2016/97 (as amended, the “Insurance Distribution Directive”), where that customer would not qualify as a professional client as defined in point (10) of Article 4(1) of MiFID II or (iii) not a qualified investor as defined in the Regulation (EU) 2017/1129 (as amended, the “Prospectus Regulation”). The offer and sale of the Notes in any Member State of the EEA will be made pursuant to an exemption under the Prospectus Regulation from the requirement to publish a prospectus for offers of the Notes. This press release does not constitute and shall not, in any circumstances, constitute a public offering nor an invitation to the public in connection with any offer within the meaning of the Prospectus Regulation.
The Notes are not intended to be offered, sold or otherwise made available to and should not be offered, sold or otherwise made available to any retail investor in the UK. For these purposes, a retail investor means a person who is one (or more) of (i) a retail client, as defined in point (8) of Article 2 of Regulation (EU) No 2017/565 as it forms part of domestic law by virtue of the European Union (Withdrawal) Act 2018 (“EUWA”), (ii) a customer within the meaning of the provisions of the Financial Services and Markets Act 2000 (as amended, “FSMA”) and any rules or regulations made under the FSMA to implement the Insurance Distribution Directive, where that customer would not qualify as a professional client, as defined in point (8) of Article 2(1) of Regulation (EU) No 600/2014 as it forms part of domestic law by virtue of the EUWA or (iii) not a qualified investor as defined in Article 2 of the Prospectus Regulation as it forms part of domestic law by virtue of the EUWA (the “UK Prospectus Regulation”). The offer and sale of the Notes in the UK will be made pursuant to an exemption under the UK Prospectus Regulation from the requirement to publish a prospectus for offers of the Notes. This press release does not constitute and shall not, in any circumstances, constitute a public offering nor an invitation to the public in connection with any offer within the meaning of the UK Prospectus Regulation.
This press release is being distributed only to, and is directed only at, persons who are “qualified investors” (as defined in the UK Prospectus Regulation) who are (i) persons having 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 “Order”), (ii) high net worth entities falling within Article 49(2)(a) to (d) of the Order or (iii) persons to whom it would otherwise be lawful to distribute them, all such persons together being referred to as “Relevant Persons.” In the UK, the Notes are only available to, and any invitation, offer or agreement to subscribe, purchase or otherwise acquire such Notes will be engaged in only with, Relevant Persons. Any investment or investment activity to which this press release relates is available only to Relevant Persons and will be engaged in only with Relevant Persons. Any person in the UK that is not a Relevant Person should not act or rely on this press release or its contents.
MiFID II/UK MiFIR professionals/ECPs-only/No PRIIPs KID – Manufacturer target market (MiFID II/UK MiFIR product governance) is eligible counterparties and professional clients only (all distribution channels). No PRIIPs key information document (KID) has been prepared as not available to retail in EEA or the UK.
Forward-Looking Statements
This press release may include forward-looking statements. These forward-looking statements include, but are not limited to, all statements other than statements of historical facts contained in this press release, including, without limitation, those regarding the Group’s intentions, beliefs or current expectations concerning, among others, the Group’s future financial conditions and performance, results of operations and liquidity, the Group’s strategy, plans, objectives, prospects, growth, goals and targets, future developments in the markets in which the Group participates or is seeking to participate and anticipated regulatory changes in the industry in which the Group operates. These forward-looking statements can be identified by the use of forward-looking terminology, including the terms “aim,” “anticipate,” “believe,” “continue,” “could,” “estimate,” “expect,” “forecast,” “guidance,” “intend,” “may,” “plan,” “project,” “should” or “will” or, in each case, their negative, or other variations or comparable terminology.
By their nature, forward-looking statements involve known and unknown risks, uncertainties and other factors because they relate to events and depend on circumstances that may or may not occur in the future. Readers are cautioned that forward-looking statements are not guarantees of future performance and that the Group’s actual financial condition, results of operations and cash flows, and the development of the industry in which it operates, may differ materially from (and be more negative than) those made in, or suggested by, the forward-looking statements contained in this press release. In addition, even if the Group’s financial condition, results of operations and cash flows, and the development of the industry in which it operates, are consistent with the forward-looking statements contained in this press release, those results or developments may not be indicative of results or developments in subsequent periods.
