International Personal Finance gives exchange offer results

By Taylor Fox

New York, Nov. 6 – International Personal Finance plc announced results of the exchange offer for its €412 million of 5Ύ% senior unsecured unsubordinated fixed-rate notes due 2021 (ISIN: XS1054714248) and the related consent solicitations for the euro notes, its £78.1 million of 7Ύ% notes due 2023 (ISIN: XS1998163148) and its SEK 450 million of floating-rate notes due 2022 (ISIN: XS1839710347), according to a news release.

All of the outstanding euro notes will be exchanged for €341.2 million of new 9Ύ% euro denominated notes due 2025 (ISIN: XS2256977013) and €59.5 million in cash, plus interest.

In addition, holders had approved the extraordinary resolutions at the separate meetings held on Nov. 5 for each series of existing notes. The covenants of the sterling and SEK notes have been amended and aligned with the covenants in the new notes.

Exchange offer

As announced on Oct. 14, the exchange offer gives noteholders the opportunity to exchange their existing notes for new euro-denominated notes with an expected maturity of five years or, in some cases, a combination of new notes and cash.

The early deadline for the early exchange consideration was 11 a.m. ET on Oct. 28. The final deadline was 11 a.m. ET on Nov. 3.

The company offered noteholders who tendered by the early deadline the option to exchange €800 of new notes and €200 of cash per €1,000 of existing notes or €1,000 of new notes per €1,000 of existing notes. Noteholders who tendered less than €125,000 of notes were not eligible for the cash exchange.

The consideration is €1,000 of new notes per €1,000 of existing notes tendered for exchange after the early deadline.

The company will also pay accrued 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 purpose of the exchange offer is to extend the maturity profile of part of the issuer’s debt financing.

The settlement date will be Nov. 12.

Euro consent solicitation

Each extraordinary resolution for the existing euro notes was passed with a majority of more than 99% of the votes cast and a quorum of 84.7% of the outstanding notes.

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

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

However, noteholders could vote for the extraordinary resolutions without exchanging their notes.

SEK, sterling solicitations

The extraordinary resolution to amend the sterling notes was passed with a majority of 95.3% of the votes cast and a quorum of 77.8% of the outstanding notes.

The extraordinary resolution for the SEK notes was passed with a majority of 100% of the votes cast and a quorum of 92.9% of the outstanding notes.

Amendments to the sterling and SEK notes include the following:

• 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.

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 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 sterling 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.