Voyage Care gets consents for amendments, waivers to 11% notes

By Susanna Moon

Chicago, Aug. 20 – Voyage Care said it secured the needed consents for amendments and waivers to the £50 million principal amount of 11% second-lien notes due 2019 issued by subsidiary Voyage Care BondCo plc.

As a result, the company entered into a supplemental indenture to the notes and paid half of the consent payment for the proposed waivers, according to a company news release.

The remaining half of the consent fee will be paid after the planned acquisition related to the solicitation.

As previously announced, the company solicited 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.

The consent solicitation ended at noon ET on Aug. 18. The solicitation for the 11% notes and for the subsidiary’s £222 million principal amount 6½% senior secured notes due 2018 began Aug. 6. The deadline for the 6½% notes was not extended.

The company sought to amend the definition of “equity investors,” which will 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 will eliminate any “specified change-of-control event” following the acquisition.

The company said it had 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 required consents from holders of at least a majority of that series of outstanding notes voting as a single class.

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

The cash consent payment is £3.75 per £1,000 principal amount of notes.

As previously reported, the consent payment was increased from £2.50 per £1,000 principal amount.

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.

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