Vivion gives preliminary results of exchange offer for 2024, 2025 notes, extends early date

By Wendy Van Sickle

Columbus, Ohio, Aug. 14 – Vivion Investments Sarl announced the early results of and an extension of the early deadline of the exchange offer and consent solicitation for its €700 million 3% senior notes due 2024 (ISIN: XS2031925840), with €633.1 million outstanding; €640 million 3½% senior notes due 2025 (ISIN: XS2070311431), with €601.7 million outstanding.

As reported on July 31, the purpose of the exchange offer is to extend the issuer’s consolidated debt maturity profile.

Exchange offer

Vivion took in the following early exchange instructions by the original early deadline, early exchange deadline is 11 a.m. ET on Aug. 10:

• €448 million or 70.76% of the outstanding principal amount in its offer to exchange any and all of the €633.1 million 2024 notes for 6½% plus PIK senior secured notes due 2028 plus the applicable cash consideration and accrued interest; and

• €577.3 million, or 95.94% of the €601.7 million outstanding of the 2025 notes (subject to the minimum exchange amount) for 6½% plus PIK senior secured notes due 2029 plus the applicable cash consideration and accrued interest.

The new secured notes consideration is €80,000 of new notes for each €100,000 of 2024 notes and €90,000 of new notes for each €100,000 of 2025 notes.

The company also offered to exchange its €200 million 2.25% convertible bonds due 2025 (ISIN: XS2217646509), all of which is outstanding. The exchange consideration for the convertibles will be a principal amount of new secured notes equal to the accreted principal amount for each €100,000 original principal amount of convertibles tendered for exchange. The issuer plans to announce results of the convertibles’ exchange instructions after the offer expires.

The issuer is offering an early cash consideration of €20,000 for the 2024 notes and €10,000 for the 2025 notes. The late cash consideration is zero for both series.

Interest for the new notes is 6½% in cash. PIK interest for both series of new notes will be 1¼% in year one, 1½% in year two, 1¾% in year three, 2% in year four and 2¼% in year five.

Vivion said it would push out the early exchange deadline to coincide with the expiration deadline, 11 a.m. ET on Aug. 17. At the initial early deadline, the minimum participation condition of 75% of the outstanding principal amount for each series had not been satisfied for the 2024 notes.

Consent solicitation

In addition, Vivion is soliciting consents from holders of the 2024 notes and 2025 notes to approve a proposal to amend the terms and conditions of the 2024 notes and 2025 notes that are not exchanged under the exchange offer.

In the case of the 2024 notes, the issuer is seeking consents to permit the granting of the transaction security with respect to the new secured notes and to amend the consolidated coverage ratio covenant and delete the unencumbered assets ratio and secured LTV covenants in the 2024 notes conditions, in each case, in order to align to the corresponding position in the 2028 new secured notes conditions.

In the case of the 2025 notes, the purpose of the consent solicitation is to amend the conditions so that the maturity date of the 2025 notes that are not exchanged will be the settlement date of the exchange offer and the redemption of those unexchanged 2025 notes will be effected by way of delivery of 2029 new secured notes in a principal amount equal to the principal amount of unexchanged notes, plus accrued interest paid in cash.

Holder support

Prior to the start of the exchange offer, the issuer had discussed the terms of the exchange offer and consent solicitation with noteholders that hold a material portion of all of the series of existing notes included in the offer. Specifically, this includes about 77% of the aggregate principal amount of the 2025 notes and 100% of the aggregate principal amount of the convertible bonds. In each case, those noteholders have indicated that they intend to submit exchange instructions in the exchange offer.

While the indicative supporting holders are not subject to any obligation or commitment of any kind, those amounts are (i) relevant in respect of the 2025 notes since in the event that all of the indicative supporting holders participate in the exchange offer, the 2025 notes extraordinary resolution would be passed; and (ii) are relevant with respect to the convertible bonds given this would represent an exchange in full for 2028 new secured notes, which is a condition to the exchange offer.

2025 notes mandatory exchange

If the 2025 notes mandatory exchange is implemented, all of the 2025 noteholders that do not submit exchange instructions by the expiration deadline will have their unexchanged notes redeemed on the settlement date in consideration for an aggregate principal amount of 2029 new secured notes equal to the aggregate principal amount of unexchanged notes. If 2025 noteholders wish to receive the early exchange consideration, those noteholders should submit an exchange instruction prior to the early exchange deadline.

Conditions

Holders who wish to participate in the exchange offer must tender their notes for exchange in an aggregate principal amount of each series that is sufficient to receive, in each case, at least €100,000 principal amount of new notes in the exchange offer; this is the minimum exchange amount.

Settlement of the exchange offer is conditional on a number of conditions, which include tenders being received and accepted in an amount representing at least 75% of the aggregate outstanding principal amount of the 2024 notes, 75% of the aggregate outstanding principal amount of the 2025 notes and 100% of the aggregate outstanding principal amount of the convertibles notes.

With respect to the 2024 notes only, the minimum participation condition may be waived by the issuer at its discretion, and holders will not be entitled to any revocation rights as a result of such waiver.

The minimum participation condition with respect to the convertibles only may not be waived and must be satisfied to complete the exchange offer.

The minimum participation condition with respect to the 2025 notes only, along with the successful consent condition and other conditions may not be waived without giving noteholders the right of revocation.

Timetable

Meetings will be held on Aug. 23, at 6 a.m. ET for the 2024 notes and 7 a.m. ET for the 2025 notes.

Results will be announced soon after the meetings.

Confirmation will be no more than three business days after the meetings, and settlement will occur no more than five business days after the confirmation date.

The lead dealer manager for the exchange offer and consent solicitation is BofA Securities Europe SA (+33 1 87 70 10 57; DG.LM-EMEA@bofa.com), and the dealer manager is Citigroup Global Markets Europe AG (+44 20 7986 8969; liabilitymanagement.europe@citi.com).

Kroll Issuer Services Ltd. (+44 20 7704 0880; attn.: Arlind Bytyqi / Jacek Kusion; vivion@is.kroll.com; https://deals.is.kroll.com/vivion) is the exchange and tabulation agent.

The issuer is a real estate investment trust registered in Luxembourg.

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