|
Acuris Finance US, Inc |
Acuris Finance S.à r.l. |
|
49th Floor, 1345 Avenue of the Americas 10105 New York United States Of America |
63-65 rue de Merl L-2146 Luxembourg Luxembourg |
Acuris Finance US, Inc and Acuris Finance S.à r.l. announce extension of the Expiration Time for the consent solicitation relating to:
|
|
|
ISIN |
CUSIP |
Consent Fee |
|
5.000% Senior Secured Notes due 2028 (the “Notes”) |
Reg S: Rule 144A: |
USU00616AA72 US00511BAA52 |
U00616AA7 00511BAA5 |
US$1.50 per US$1,000 |
August 6, 2024 – Acuris Finance US, Inc (the “U.S. Issuer”) and Acuris Finance S.à r.l. (the “Luxembourg Issuer” and together with the U.S. Issuer, each an “Issuer” and collectively, the “Issuers”) refer to their announcement dated July 29, 2024 (the “Solicitation Launch Announcement”) and the consent solicitation statement dated July 29, 2024 (the “Consent Solicitation Statement”).
Expiration Time
The Consent Solicitation was due to expire at 5:00 p.m., New York City time, on August 5, 2024, unless extended by the Issuers in their sole discretion by an announcement made prior to 9:00 a.m., New York City time, on August 6, 2024.
The Issuers are hereby announcing that they will extend the Expiration Time to 5:00 p.m., New York City time, on August 13, 2024 to give Holders additional time to deliver their Consents, which may be further extended by the Issuers in their sole discretion.
Consent instructions that have already been submitted remain valid and Holders who have already submitted their Consent instructions do not need to submit their Consent instructions again. Holders may revoke their Consents prior to the earlier of the Effective Time and the Expiration Time (as extended by this announcement).
General
Terms and expressions used but not defined herein shall have the meanings given to them in the Solicitation Launch Announcement or the Consent Solicitation Statement, as applicable.
The Consent Solicitation is being made solely on the terms, and subject to the conditions, set forth in the Consent Solicitation Statement.
Information, Tabulation and Payment Agent
Kroll Issuer Services Limited
The Shard, 32 London Bridge Street
SE1 9SG, London
United Kingdom
Telephone: +44 207 704 0880
E-mail: ion@is.kroll.com
Solicitation Agent
BNP Paribas Securities Corp.
787 Seventh Avenue
New York, New York 10019
Attn: Liability Management Group
Collect: +1 (212) 841-3059
Toll Free: +1 (888) 210-4358
Email: dl.us.liability.management@us.bnpparibas.com
Disclaimer
Under no circumstances shall this announcement or the Consent Solicitation Statement constitute an offer to buy, an offer of, or a solicitation of an offer to sell, securities in any jurisdiction.
The securities referenced in this announcement and the Consent Solicitation Statement may not be offered, sold, exchanged or delivered in the United States absent registration or an applicable exemption from or in a transaction not subject to the registration requirement under the U.S. Securities Act of 1933, as amended. The securities mentioned in this announcement and the Consent Solicitation Statement are not, and will not be, registered in the United States.
The Consent Solicitation shall not be considered an “offer of securities to the public,” or give rise to or require a prospectus in a European Economic Area member state pursuant to Regulation (EU) 2017/1129 (as amended or superseded) or in the United Kingdom pursuant to Regulation (EU) 2017/1129 as it forms part of domestic law by virtue of the European Union (Withdrawal) Act 2018.
The making of the Consent Solicitation may be restricted by law in some jurisdictions. Persons into whose possession the Consent Solicitation Statement comes must inform themselves about and observe these restrictions. The Consent Solicitation is not being made to, and no consents are being solicited from, holders or beneficial owners of the Notes in any jurisdiction in which it is unlawful to make such solicitation or grant such consents. However, the Issuers may, in their sole discretion and in compliance with any applicable laws, take such actions as it may deem necessary to solicit consents in any jurisdiction and may extend the Consent Solicitation to, and solicit consents from, persons in such jurisdiction.
The Consent Solicitation Statement has not been approved by an authorized person in the United Kingdom and is for distribution only to persons who (i) have professional experience in matters relating to investments (being investment professionals falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (as amended, the “Financial Promotion Order”)), (ii) fall within Article 49(2)(a) to (d) (“high net worth companies, unincorporated associations etc.”) of the Financial Promotion Order, (iii) fall within Article 43 of the Financial Promotion Order, (iv) are outside the United Kingdom or (v) are persons to whom an invitation or inducement to engage in investment activity (within the meaning of Section 21 of the Financial Services and Markets Act 2000 (the “FSMA”)) may otherwise lawfully be communicated or caused to be communicated (all such persons together being referred to as “relevant persons”). The Consent Solicitation Statement is directed only at relevant persons and must not be acted on or relied on by persons who are not relevant persons. Any investment or investment activity to which the Consent Solicitation Statement relates is available only to relevant persons and will be engaged in only with relevant persons. No part of the Consent Solicitation Statement should be published, reproduced, distributed or otherwise made available in whole or in part to any other person. No person may communicate or cause to be communicated any invitation or inducement to engage in investment activity (within the meaning of Section 21 of the FSMA) received by it in connection with the issue or sale of the securities other than in circumstances in which Section 21(1) of the FSMA does not apply.
The information contained in this announcement and the Consent Solicitation Statement is based upon information provided by the Issuers. None of the Information, Tabulation and Payment Agent, the Trustee, the Solicitation Agent, the Agents or any of their respective subsidiaries or any person who controls, or is a director, officer, employee or agent of any such persons have independently verified, and none of them make any representation or warranty, express or implied, or assume any responsibility as to, the accuracy or adequacy of the information contained in this announcement, the Consent Solicitation Statement or any document prepared in connection with the Consent Solicitation or for any failure by the Issuers to disclose events or circumstances which may have occurred or may affect the significance or accuracy of any such information. No person has been authorized to give any information or make any representations other than those contained in the Consent Solicitation Statement. If given or made, such information or representations must not be relied upon as having been authorized by the Issuers, the Trustee, the Information, Tabulation and Payment Agent, the Solicitation Agent, the Agents or any other person.
This announcement and the Consent Solicitation Statement may include forward-looking statements. Words such as “expect,” “anticipate,” “continue,” “will,” “project,” “should,” “believe,” “plans,” “intends” and similar expressions are intended to identify forward-looking information or statements. All statements, other than statements of historical fact, included in this announcement and the Consent Solicitation Statement regarding the financial condition of the Issuers or regarding future events or prospects are forward- looking statements. The Issuers have based these forward-looking statements on management’s current view with respect to future events and financial performance. These views reflect the best judgment of the Issuers’ management but involve a number of risks, uncertainties and assumptions. Should one or more of these risks or uncertainties materialize, or should underlying assumptions prove incorrect, actual results may differ materially from those predicted in the forward-looking statements and from past results, performance or achievements. There is no intention to update or revise any forward-looking statements whether as a result of new information, future events or otherwise.