Ozon enters standstill agreement with holders of 2026 convertibles

By Marisa Wong

Los Angeles, June 1 – Ozon Holdings plc has entered into a standstill agreement with respect to its $750 million 1.875% senior convertible bonds due 2026, according to a Wednesday press release.

On June 1, the company and an ad hoc group of bondholders representing 21.4% of the outstanding bonds entered into a standstill agreement to facilitate the restructuring of the bonds.

On the same day, the company and some Russian bondholders representing 14.5% of the outstanding bonds entered into a separate Russian standstill agreement, which in form and substance is substantially similar to the standstill agreement with the ad hoc group.

The standstill agreements came into effect on Wednesday, with bondholders party to the agreements amounting to 35.9% of the outstanding bonds, exceeding the 33.4% threshold.

According to the terms of the agreements, the bondholders agreed to forbear from taking any enforcement actions on the basis of certain identified events of default and potential events of default under the bonds.

In addition, under the Russian standstill agreement, the Russian bondholders agreed to forbear from taking certain enforcement actions under other debt of the company and its subsidiaries.

The standstill agreements will terminate on Aug. 30, subject to early termination events and an extension option.

Bondholders who are not members of the ad hoc group and who are not sanctioned bondholders (as defined in the standstill agreement) may consent to the standstill agreement by executing an accession deed and delivering it to the company.

Russian bondholders who are not sanctioned bondholders are invited to accede to the Russian standstill agreement. Russian bondholders include any holder that is (a) formed, organized, or existing under the laws of Russia; (b) an individual ordinarily resident in Russia; or (c) 50% or more owned by, controlled by, acting on behalf of, or at the direction of, in each case, individually or in the aggregate, a person(s) described under clause (a) or (b).

Ozon said it strongly encourages bondholders who are not sanctioned bondholders to accede to the standstill agreements to facilitate the consensual restructuring of the bonds, which it believes to be the optimal mutually beneficial solution to both bondholders and the company.

Bondholders can obtain more information regarding the standstill agreements or in acceding to the agreements at https://ir.ozon.com/restructuring/ or by contacting Houlihan Lokey, the financial adviser of the ad hoc group, at projectondohl@hl.com or Alvarez & Marsal, the financial adviser of the company, at ozonbondholders@alvarezandmarsal.com.

Ozon is a Russian e-commerce company with a registered office in Cyprus.

© 2015 Prospect News.
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