The issuance of the Notes may occur prior to the completion of the Acquisition (as defined herein). If so, on the Issue Date, the Issuer expects to deposit the gross proceeds from the Offering into an escrow account. Upon release of the proceeds from the escrow account, proceeds from the Offering will be used, together with cash from equity contributions, to: (i) fund the acquisition (the "Acquisition") of 100% of the share capital of Kelvion Thermal Solutions Holding GmbH and Mangrove GermanCo I GmbH (the "Target Companies"); (ii) redeem in full €525.0 million aggregate principal amount of the existing senior secured floating rate notes due 2029 of the Target Companies' parent (the "Existing Notes"); (iii) repay the aggregate principal amount of borrowings, if any, drawn under the Target Companies' existing senior secured facilities as of the closing of the Acquisition; and (iv) pay certain costs, fees and expenses incurred in connection with the transactions, including underwriting, financial advisory, legal, accounting, ratings advisory and other transaction costs and professional fees and expenses.
The Notes are being offered only to (i) persons reasonably believed to be qualified institutional buyers within the meaning of Rule 144A under the Securities Act; and (ii) outside the United States, only to non-U.S. persons pursuant to Regulation S under the Securities Act. The Notes will not be registered under the Securities Act or the securities laws of any State or other jurisdiction of the United States and may not be offered, sold, pledged, taken up, resold, delivered or otherwise transferred except pursuant to an exemption from or, in any transaction not subject to, the registration requirements of the Securities Act.
This press release does not constitute a notice of redemption with respect to the Existing Notes.
This press release does not constitute an offer to sell or the solicitation of an offer to buy any securities in any jurisdiction to any person to whom it is unlawful to make such offer or solicitation in such jurisdiction.
This communication is not distributed by, nor has it been approved by, an authorized person in the United Kingdom and is for distribution to (i) persons who 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) persons falling within Article 49(2)(a) to (d) (high net worth companies, unincorporated associations, etc.) of the Financial Promotion Order, (iii) persons outside the United Kingdom, or (iv) persons to whom an invitation or inducement to engage in investment activity within the meaning of Section 21 of the Financial Services and Markets Act 2000, as amended (the "FSMA") in connection with the issue ...