International Personal Finance launches exchange offer, consent solicitations

By Taylor Fox

New York, Oct. 14 – International Personal Finance plc announced an exchange offer on its €412 million of 5¾% senior unsecured unsubordinated fixed-rate notes due 2021 (ISIN: XS1054714248) and consent solicitations for its euro notes, its £78.1 million of 7¾% notes due 2023 (XS1998163148) and its SEK 450 million of floating-rate notes due 2022 (XS1839710347), according to a news release.

Exchange offer

The exchange offer provides noteholders with the opportunity to exchange their existing notes for new euro-denominated notes with an expected maturity of five years to be issued or, in certain circumstances, a combination of new notes and cash.

The company is offering noteholders who tender by the early deadline the opportunity to exchange, at their option, €800 or new notes and €200 in cash per €1,000 of existing notes or €1,000 in principal amount of new notes per €1,000 in principal amount of existing notes.

Noteholders who tender less than €125,000 of notes will not be eligible for the cash exchange.

After the early deadline, the consideration will be €1,000 in principal amount of new notes per €1,000 in principal amount of existing notes exchanged.

All considerations will also include interest.

Should the new notes be issued at less than par, there will be a cash adjustment payment to reflect the difference between the issue price and the principal amount of the notes.

The early deadline for the early exchange consideration is 11 a.m. ET on Oct. 28.

The final deadline is 11 a.m. ET on Nov. 3.

The purpose of the exchange offer is to extend the maturity profile of part of the issuer's debt financing.

The pricing of the new notes is expected to be announced on Oct. 21.

Euro consent solicitation

Noteholders who exchange their old notes for new notes in the exchange offer will be deemed to have given consent to the proposed amendments.

The amendments for the euro notes include the removal of the financial covenants from the existing notes and the insertion of a mandatory exchange feature into the terms for the old notes.

Noteholders may vote for the extraordinary resolutions without exchanging their notes.

The meetings will be held at 11 a.m. ET and 11:15 a.m. ET on Nov. 5.

SEK, GBP solicitations

International Personal Finance is also commencing a consent solicitation exercise under which it is requesting covenant amendments to be made to the terms of the existing notes on two series.

Amendments to the SEK and GBP notes include:

• An amendment to the interest cover covenant, currently set at 2x on a 12-month look-back basis, to 1x for the December test, to 1.5x for the June 2021 test and to 1.75x for the December 2021 test. The interest cover covenant would then return to its current level from and including the June 2022 test;

•Moving all interest cover tests from a consolidated EBITA to a consolidated EBITDA basis;

•Where applicable to the relevant existing notes, moving to the latest accounting standards, namely IFRS 9 and IFRS 16, in place of IAS 39 and IAS 17 respectively; and

•Adding a restricted payments covenant.

There is an early voting fee for noteholders who give their consent by 11 a.m. ET on Oct. 28.

The early voting fee for the GBP notes is £0.50 per £100 principal amount of notes. The early voting fee for the SEK notes is SEK 10,000 per SEK 2 million principal amount of notes.

For retail noteholders of the existing GBP notes, the early voting time is 11 a.m. ET on Nov. 3, also the final deadline.

The meeting for the GBP consent solicitation will be at 11:30 a.m. ET on Nov. 5 and for the SEK consent solicitation at 12 p.m. ET on the same day.

Consent payments are expected to be paid five days after passing the extraordinary resolutions.

Managers and agents

Banco Santander, SA (+44 20 7756 6909, +44 20 7756-6227, Tommaso.grospietro@santandercib.co.uk, adam.crocker@santandercib.co.uk), HSBC Bank plc (+44 20 7992-6237, LM_EMEA@hsbc.com) and Jefferies International Ltd. (+44 0 20 7548 4313, EMEA_FI_CapitalMarkets@jefferies.com) are the dealer managers for the euro notes.

Co-dealer managers for the euro notes are ABG Sundal Collier AB (Kristoffer.Ohrn@abgsc.se) and Peel Hunt LLP (ipf-dcm@peelhunt.com).

Solicitation agents for the GBP notes are Banco Santander, HSBC and Peel Hunt (lpf-dcm@peelhunt.com).

Solicitation agents for the SEK notes are Banco Santander, HSBC and ABG Sundal Collier (Kristoffer.Ohrn@abgsc.se).

Lucid Issuer Services is the exchange tabulation agent and tabulation agent (+44 20 7704 0880, ipfin@lucid-is.com, https://portal.lucid-is.com).

The issuer is a Leeds, England-based provider of home credit in emerging markets.

© 2015 Prospect News.
All content on this website is protected by copyright law in the U.S. and elsewhere. For the use of the person downloading only.
Redistribution and copying are prohibited by law without written permission in advance from Prospect News.
Redistribution or copying includes e-mailing, printing multiple copies or any other form of reproduction.