AnaCap’s AFE SA gets consents to extend floaters to 2030, make other edits

By Wendy Van Sickle

Columbus, Ohio, Jan. 9 – AFE SA Sicav-Raif announced it received the necessary consents from holders of its senior secured floating-rate notes due Aug. 1, 2024 (ISINs: XS1649046874, XS1649046957) to make some proposed amendments that are part of a series of transactions contemplated by a framework agreement undertaken in connection with the restructuring of the issuer’s debt and capital structure, according to a notice.

The company said holders of 95.2% in total principal amount of the €307.5 million of outstanding notes delivered consents under the solicitation that was announced on Dec. 22 by the early consent deadline of 5 p.m. ET on Jan. 9.

Under the company’s proposal, its existing debt would be amended and extended and/or refinanced, additional borrowings would be funded by certain existing holders of the notes to address short-term liquidity needs, and equity in the issuer would be transferred to a new holding structure wholly owned by certain existing holders of the notes.

Specifically, the company proposed to:

• Extend the maturity date of the notes until July 15, 2030;

• Amend the interest rate to accrue at a rate per annum, beginning with the interest period commencing on Feb. 1, 2024, reset quarterly, equal to Euribor (subject to a 1% floor) plus 750 basis points (plus default interest, if any);

• Amend the optional redemption provisions; and

• Amend the note indenture in its entirety, including the covenants, baskets, ratios, thresholds and related definitions.

As of Dec. 22, holders representing about 94.7% of the total principal amount of the notes had entered into the framework agreement, and, pursuant to the terms thereof, holders of approximately 91.4% of the total principal amount of the notes were contractually required to participate in the consent solicitation by delivering a consent by the early consent deadline, with the remaining holders supporting the financing transactions but, due to fund constitutional or governance reasons, unable to participate in any consent solicitation.

Holders who consented by the early deadline will receive a consent fee of €10 for each €1,000 in principal amount of notes for which consents were delivered. Holders who consent after the early deadline will not be eligible to receive a consent fee.

The solicitation will expire at 5 p.m. ET on Jan. 23.

With the requisite consents received, a supplemental indenture containing the proposed amendments became effective, but the amendments will not become operative until some conditions are satisfied, including an equity transfer, the entry into and drawings under term loan facilities, the repayment in full and cancellation of the company’s bridge facility and its issuance of additional notes. If the conditions are not satisfied by 11 a.m. ET on March 1, the proposed amendments will automatically be terminated and no consent fee will be paid.

Consents were being solicited only from holders who are either qualified purchasers and qualified institutional buyers or are institutional accredited investors or are non-U.S. persons.

The company said some of the proposed amendments required valid, unrevoked consents from holders of at least a majority in principal amount of the outstanding notes for adoption, while others required valid, unrevoked consents from holders of at least 90% in principal amount of the outstanding notes.

Kroll Issuer Services Ltd. (afe@is.kroll.com or +44 20 7704 0880) is the tabulation and information agent.

Based in London, the issuer invests in a diverse range of primarily non-performing debt and real estate assets across the United Kingdom and Europe. Its parent is AnaCap Group Holdings Ltd.

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