AX IV EG begins consent solicitation for floaters, plans tap issue

By Angela McDaniels

Tacoma, Wash., Nov. 13 – AX IV EG Holding III ApS began a consent solicitation for its Kr 1,100,250,000 floating-rate senior secured callable bonds due 2020 and plans to sell up to Kr 300 million of additional bonds in a tap issue, according to a notice from bond trustee Nordic Trustee ASA.

Bondholders who wish to subscribe for the tap issue in addition to participating in the consent solicitation may receive priority in the allocation of the tap issue.

Among other things, the issuer is seeking consents to

• Waive the bond agreement’s maximum leverage ratio requirement to the extent needed to allow it to price the tap issue at any time on or prior to March 31;

• Amend clause 10.2.1 of the bond agreement to replace each reference to Dec. 2, 2016 with a reference to Dec. 2, 2018;

• Amend the bond agreement so that the issuer will no longer have the right to redeem the bonds through Dec. 2, 2018 other than under clause 10.2.1;

• Amend the definitions of permitted financial debt and revolving credit facility so that the Kr 90 million cap on each is increased to Kr 120 million;

• Add a clause requiring the proceeds of the tap issue to be used for general corporate purposes, which may include a reserve for future acquisitions and/or prepayment of other financial debt or as otherwise determined; and

• Replace the last sentence of clause 8.4.9(b) with “In addition, the obligations of EG Norge under this Clause 8.4 (Guarantees and Indemnity) and under any other of its guarantee obligations under the Finance Documents shall be limited to a maximum aggregate amount of Kr 1,600,000,000 (plus interest and costs).”

Holders who deliver voting instructions in favor of the amendments by the early consent fee deadline, 10 a.m. ET on Nov. 23, will receive a 1.5% consent fee. The consent fee is 0.5% for bondholders who deliver consents after the early deadline but by the final consent fee deadline, 10 a.m. ET on Nov. 27.

Bondholders will vote at a meeting at 3 a.m. ET on Nov. 29 in Copenhagen.

Consents are needed from the holders of at least two-thirds of the voting bonds represented in person or by proxy at the meeting. In order to have a quorum, at least half of the voting bonds must be represented at the meeting.

The solicitation agent is Nordea Danmark (+45 6161 2996, NordeaLiabilityManagement@nordea.com or bibi.larsen@nordea.com). The lead manager and paying agent is Nordea Bank AB (IssuerSeCustodian@nordea.com).

The issuer is a subsidiary of private equity fund Axcel and the owner of EG AS, an IT services company based in Herning, Denmark.

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