Abg Orphan approved to amend four PIK notes

New York, Dec. 20 – Abg Orphan Holdco Sarl said it received consents to amend four series of guaranteed pay-in-kind toggle notes.

The notes covered by the solicitation are the $141,200,858 variable-rate guaranteed PIK toggle notes due 2021; $114,329,168 5%/9% guaranteed PIK toggle notes due 2021; $418,253,276 5%/9% guaranteed PIK toggle notes due 2021; and $38,597,083 variable-rate guaranteed PIK toggle notes due 2021, according to a company announcement.

The solicitation ended at 5 a.m. ET on Dec. 19 and was carried out electronically.

As announced on Nov. 22, the issuer was asking for a waiver of the requirement under disposals clause to sell all reference shares provided that the issuer and ACIL Luxco1 continue to use all commercially reasonable efforts to sell any reference shares not otherwise sold under the SPA or, provided that the sale has occurred, any other disposal of reference shares is:

• Made following completion under the option and ROFR agreement;

• Any other disposal of reference shares is made after completion and after the expiration of Algonquin's option to purchase under the option and ROFR agreement and is a disposal of the remaining reference share; and

• The issuer and ACIL Luxco1 continue to use all commercially reasonable efforts to sell any reference share not otherwise sold under the SPA;

Abg was also seeking a waiver of the disposals requirement to receive disposal proceeds from the sale of reference shares of at least $895.7 million provided that:

• Under the SPA, ACIL Luxco1 receives minimum disposal proceeds from the 25% stake of at least $510 million;

• Any sale pursuant to the exercise of the option is for a price of $24.25 per share; and

• For any subsequent sale of the remaining reference shares, the disposal proceeds received in cash by ACIL Luxco1 for the shares is at least $895.7 million less any amounts applied in mandatory prepayment of the facilities and notes under the relevant clause for the sale of the 25% stake or the exercise of the option and ROFR agreement.

In addition, the issuer was looking for a waiver of the requirement under the disposals clause that ACIL Luxco1 may not assume any liability to any person that is not a member of the NM1 Orphan Group provided that that the liability assumed by ACIL Luxco1 is limited to that under the SPA and the option and ROFR agreement.

The solicitation also includes waivers that allow for some dates including the escrow long-stop date to be extended to June 30, 2018 and a partial release of the A3T escrow amount up to an amount representing the corresponding portion of $159,009,381.

The tabulation agent is Bank of New York Mellon, London Branch (+44 1202 689 644 or debtrestructuring@bnymellon.com).

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