Voyage Care seeks consents for 6½% notes due 2018, 11% notes due 2019

By Susanna Moon

Chicago, Aug. 7 – Voyage Care said subsidiary Voyage Care BondCo plc began a consent solicitation for £222 million principal amount 6½% senior secured notes due 2018 and £50 million principal amount of 11% second-lien notes due 2019.

The company is soliciting consents to amend the notes and to waive provisions of each of the note indentures in connection with the proposed acquisition of 100% of the issued share capital of Voyage Holdings Ltd. and some loan notes and deferred shares in Voyage Mezzco Ltd. by Viking Bidco Ltd., according to a press release.

The company is seeking to amend the definition of “equity investors,” which would have the effect of deeming each of Duke Street LLP and Partners Group AG and their affiliates and any trust, fund, company, partnership or other person owned, managed, sponsored or advised by any of them to be a “permitted holder” for the purposes of each of the indentures.

Also, the amendments would eliminate any “specified change-of-control event” following the acquisition.

The company said it has entered into share purchase agreements with funds managed by Hg Pooled Management Ltd., funds managed by SL Capital Partners LLP and various individual sellers.

The proposed amendments and waivers for each series of notes requires consents from holders of at least a majority of that series of outstanding notes voting as a single class.

The amendments will become effective upon the execution of the supplemental indentures but become operative only upon the completion of the acquisition.

The cash consent payment is £2.50 per £1,000 principal amount in two installments: first, 50% of the cash payment for the proposed waivers; and second, the remaining 50% of the cash payment for the proposed amendments.

The consent solicitation will end at noon ET on Aug. 14.

Deutsche Bank AG, London Branch (+44 20 7547 5000 or xchange.offer@db.com) is the tabulation agent. J.P. Morgan Securities plc (+44 207 1346 346 / +44 207 134 3414 or EMEA_LM@jpmorgan.com) is the solicitation agent.

Voyage Care is a Cannock, England-based services provider for individuals with disabilities.

© 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.