Germany’s Adler Pelzer gets OK from 4 1/8% noteholders for investment

By Susanna Moon

Chicago, May 10 – Adler Pelzer Holding GmbH, formerly HP Pelzer Holding GmbH, said it received the needed consents for a waiver and amendments under its €350 million 4 1/8% senior secured notes due 2024 for a proposed merger.

The consent solicitation ended at noon ET on May 11.

As a result, the issuer has executed a binding supplemental indenture to the notes indenture, which will become operative on upon payment of the consent fees, according to a company update on Thursday.

As announced May 3, the issuer was asking for a one-time waiver of the change-of-control provisions in the notes indenture for a planned investment and also to remove the special redemption feature allowing it to redeem all or up to 40% of the notes following an equity offering or a change of control at a redemption price of 102% of par plus accrued interest at any time before Oct. 1.

Without the waiver and amendments, the notes may be putable at 101, the company previously said.

The company is looking to facilitate a proposed acquisition through a combination of primary and secondary investments by FSI SGR SpA, as asset management company on behalf of the closed-end alternative investment fund FSI Mid-Market Growth Equity Fund as the purchaser of 28.07% of the shares of Adler Group SpA.

The purchaser is a major European private equity fund, with total capital commitments of about €1.2 billion as of December, the release noted.

Adler Plastic SpA and the buyer plan to enter into a shareholders' agreement in connection with the investment reflecting their respective rights and obligations for the target group. As part of the investment, the issuer and its subsidiaries will receive an equity contribution of €35 million. The terms of the shareholders' agreement may be considered to grant negative control over the target to the purchaser, which might result in a change of control, the release said.

Deutsche Trustee Co. Ltd. is the trustee.

The consent fee will be €2.50 for each €1,000 principal amount.

J.P. Morgan Securities plc (+44 20 7134 2468 or emea_lm@jpmorgan.com) is the solicitation agent. Lucid Issuer Services Ltd. (+44 20 7704 0880 or pelzer@lucid-is.com) is the tabulation agent and information agent.

Bad Durrenberg, Germany-based producer of automotive acoustic systems and trim parts plans to use the proceeds to refinance debt.

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