Promontoria gives early results of tender offer, issues clean-up call

By Mary-Katherine Stinson

Lexington, Ky., May 18 – SATS Ltd.’s indirect subsidiary Promontoria Holding 264 BV announced the early results in its cash tender offer and consent solicitation for any and all of 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.

As of the early tender time of 11 a.m. ET on May 17 for the euro notes and 5 p.m. ET on May 17 for the dollar notes, €310,357,000, or 91.28%, in total principal of the outstanding euro notes and $391,437,000, or 97.86%, in total principal of the outstanding dollar notes were validly tendered and accepted for purchase.

The company will pay a total consideration of €1,031.88 per €1,000 principal amount of euro notes and $1,039.38 per $1,000 principal amount of dollar notes tendered and accepted for purchase, which includes an early tender consideration of €31.88 per €1,000 principal amount of euro notes and $39.38 per $1,000 principal amount of dollar notes.

Accrued interest will also be paid.

Settlement is expected on or about May 26.

The offer is scheduled to expire at 11 a.m. ET on June 2 for the euro notes and 5 p.m. ET on June 2 for the dollar notes, extended from 5 p.m. ET on May 24 for the dollar notes and 11 a.m. ET on May 24 for the euro notes.

As more than 90% in total principal amount of each of the euro notes and the dollar notes have been tendered prior to the early tender date, the company announced it intends to exercise its right to redeem the remaining outstanding notes on or about June 6 at a price equal to the applicable total consideration (€1,031.88 per €1,000 principal amount of euro notes and $1,039.38 per $1,000 principal amount of dollar notes), plus accrued and unpaid interest.

Following the exercise of the clean-up call, no notes in either series will remain outstanding.

As previously reported, at the launch of the offer, the company was 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 included an early tender premium of €30 and $30, respectively, payable to those noteholders who tendered by the early deadline.

Noteholders who tendered after the early deadline would have received €980 per €1,000 principal amount of euro notes and $982.50 per $1,000 principal amount of dollar notes tendered and accepted for purchase, according to the terms released at the beginning of the offer.

The original early deadline for the euro notes was 11 a.m. ET on May 9 and 5 p.m. ET on May 9 for the dollar notes. These deadlines were also the withdrawal deadlines.

It was originally announced that early settlement was expected to occur on or about May 18, and final settlement was slated to occur on or about May 26.

As previously reported, the company was also asking noteholders to consent to some proposed amendments to, among other things, eliminate substantially all the restrictive covenants and some 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 required supermajority consent event, following which the company will adopt the proposed amendments. If the supermajority consent event is not achieved, but the required consent condition is satisfied via noteholders of 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 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 20 7992 6237), Morgan Stanley Asia (Singapore) Pte. Ltd. (800 624-1808, 212 761-1057, +44 20 7677 5040, +852 2239 1484) and MUFG Securities EMEA plc (877 744-4532, 212 405-7481, +44 20 7628 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.

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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