TALLINN, April 8, 2022
Save to the extent defined in this announcement, capitalised terms used in this announcement shall have meanings given to them in the CSS (as defined below).
Odyssey Europe Holdco S.à r.l., a private limited liability company (société à responsabilité limitée) governed by the laws of the Grand Duchy of Luxemburg, with its registered office at 15, Boulevard F.W. Raiffeisen, L-2411 Luxembourg, Grand Duchy of Luxembourg and registered with the Luxembourg Register of Commerce and Companies (Registre de Commerce et des Sociétés du Luxembourg) under no. B 222.194 (the “Issuer”), hereby announces the following:
LAUNCH OF CONSENT SOLICITATION
Restructuring
As referred to in its announcement dated February 11, 2022, the Issuer entered into a lock-up agreement (the “Lock-Up Agreement”) with certain Noteholders comprising of approximately 93.18% of the outstanding principal amount under the €200 million 8.00% senior secured notes due 2023 (the “Notes”) issued under the indenture dated May 11, 2018 (as amended from time to time) and made between, among others, the Issuer, Wilmington Trust, National Association as trustee (the “Trustee”), The Bank of New York Mellon SA/NV, Luxembourg Branch, as registrar and transfer agent (the “Transfer Agent”), The Bank of New York Mellon, London Branch as paying agent (the “Paying Agent”) and Wilmington Trust (London) Limited as security agent (the “Security Agent”) (the “Indenture”).
The Lock-Up Agreement commits the parties to implement a restructuring transaction (the “Restructuring”) on the terms and subject to the conditions set out in the Lock-Up Agreement and the Consent Solicitation (as defined below), including a condition to amend certain terms of the Indenture and the Notes (as set out therein).
GLAS Specialist Services Limited has been engaged by the Issuer to act as its information and tabulation agent in connection with the Restructuring.
Consent Solicitation
As referred to in the Issuer’s announcement dated March 8, 2022, the Restructuring will be implemented by way of a consent solicitation (the “Consent Solicitation”) and related contractual steps. In accordance with the Lock-Up Agreement, the Issuer has worked with an ad hoc committee of Noteholders, together with their respective advisers, to develop the detailed documentation necessary to implement the Restructuring, and has now published a consent solicitation statement (the “CSS”) pursuant to which it is seeking the consent of the Noteholders to amend and restate the Indenture and to amend certain provisions of the Notes to implement the Restructuring. Among other items, the CSS describes the terms on which the Restructuring will be implemented. A copy of the CSS and the agreed form version of the Indenture are available from GLAS Specialist Services Limited who have been engaged by the Issuer to act as its information agent in connection with the Restructuring.
The Issuer kindly reminds all Noteholders who are party to the Lock-Up Agreement that they are (subject to the conditions in the Lock-Up Agreement) contractually committed to issue instructions in favour of the Consent Solicitation, and that they should contact their custodian, bank, depositary, broker, trust company or other nominee to ensure that these instructions are issued without delay.
Timeline
As further described in the CSS:
The deadline for Noteholders that are eligible to participate in the Consent Solicitation to deliver their consents is 12:00 p.m., London time, on April 25, 2022 (the “Expiration Time”). Consents may not be revoked after the Expiration Time. Promptly after the Expiration Time, the results of the Consent Solicitation will be announced (the “Announcement”). If the necessary consents implementing the Consent Solicitation are obtained and accepted by the Expiration Time, and the other conditions described in the CSS are either satisfied or waived, the Issuer will provide the Trustee with (among other items) the amended and restated Indenture promptly after the Expiration Time. Promptly after the Announcement (and subject to confirmation that all documents in connection with the Restructuring have become effective (or waived) in accordance with the terms and conditions thereunder), the Restructuring is expected to be completed and become effective.
Enquiries
Corey Plummer – Chief Executive Officer
Tel:+3726671250
E-mail: corey.plummer@oc.eu
Information Agent – GLAS Specialist Services Limited
Email: lm@glas.agency
This press release may include “forward looking” statements within the meaning of applicable securities laws. Any such statements reflect the current views of the Group about further events and performance. No assurances can be given that such event or performance will occur as projected and actual results may differ materially from these projections.