Promontoria Holding 264 begins tender offer for two series of secured notes

By Mary-Katherine Stinson

Lexington, Ky., April 26 – SATS Ltd.’s indirect subsidiary Promontoria Holding 264 BV launched a cash tender offer and consent solicitation for any and all its €340 million 6 3/8% senior secured notes due 2027 (ISIN: XS2442803669, XS2442802349) and $400 million 7 7/8% senior secured notes due 2027 (ISIN: US74349MAA45, USN7138MAA47), according to a notice.

The company is offering to pay €1,010 per €1,000 principal amount of the euro notes and $1,012.50 per $1,000 principal of the dollar notes tendered and accepted for purchase.

Both considerations include an early tender premium of €30 and $30, respectively, which will be payable to those noteholders who tender by the early deadline. The early deadline for the euro notes is 11 a.m. ET on May 9 and 5 p.m. ET on May 9 for the dollar notes. These deadlines are also the withdrawal deadlines.

Noteholders who tender after the early deadline will receive €980.00 per €1,000 principal amount of euro notes and $982.50 per $1,000 principal amount of dollar notes tendered and accepted for purchase.

Accrued interest will also be paid.

The company is asking noteholders to consent to certain proposed amendments to, among other things, eliminate substantially all the restrictive covenants and certain events of default, and release all of the collateral and guarantees granted for the benefit of noteholders.

The proposed amendments are comprised of the proposed supermajority amendments and the proposed majority amendments. Holders of at least 75% of the outstanding principal of the notes must deliver their consent to constitute a requisite supermajority consent event, following which the company will adopt the proposed amendments. If the supermajority consent event is not achieved, but the requisite consent condition is satisfied via noteholders of at least a majority of the outstanding aggregate principal amount tendering their notes, then the company will adopt the proposed majority amendments. The summary did not specify which amendments were supermajority amendments and which were majority amendments.

Tendering noteholders are deemed to have delivered their consents, and noteholders cannot consent without tendering their notes.

No consent payment or fee will be paid.

The offer is scheduled to expire at 5 p.m. ET on May 24 for the dollar notes and 11 a.m. ET on May 24 for the euro notes.

Early settlement is expected to occur on or about May 18, and final settlement is slated to occur on or about May 26.

The tender offer and consent solicitation is conditioned on financing proceeds being raised in an amount sufficient to redeem all the outstanding notes regardless of actual amount of notes tendered plus accrued and unpaid interest and the receipt of consents to the proposed majority amendments from holders of a majority of the outstanding aggregate principal amount of the notes by way of noteholders validly tendering their notes.

Barclays Bank Ireland plc (800 438 3242, 212 528 7581, +44 20 3134 8515), HSBC Ltd., Singapore Branch (888 HSBC-4LM, 212 525 5552, +852 3941 0223, +44 207 992 6237), Morgan Stanley Asia (Singapore) Pte. Ltd. (800 624 1808, 212 761 1057, +44 207 677 5040, +852 2239 1484) and MUFG Securities EMEA plc (877 744-4532, 212 405-7481, +44 207 628 5555/+33 1 70 91 42 55) are the dealer managers and solicitation agents for the offer and solicitation.

Morrow Sodali Ltd. (203 609 4910, +44 20 4513 6933, +852 2319 4130, promontoria@morrowsodali.com) is the information, tabulation and tender agent.

Copies of all documents related to the offer are available on the offer and solicitation website https://projects.morrowsodali.com/promontoria.

Concurrently with the offer and the solicitation, the company has published a conditional notice of redemption stating its intention to redeem all its outstanding senior secured floating-rate notes due 2027 on May 12 at 101 plus accrued and unpaid interest.

Paris-based Promontoria is a global aviation services company primarily focused on cargo handling services and is a subsidiary of SATS, a Singapore airport service company that provides ground handling and in-flight catering services at Changi Airport.

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