6851AJ Huissen
Compact Bidco B.V., a private company with limited liability (besloten vennootschap met beperkte aansprakelijkheid) incorporated under the laws of the Netherlands (the “Company”, and together with its subsidiaries, the “Group”) is pleased to announce that, as at 4:00 p.m. on 6 November 2024, holders of approximately 96% of the aggregate principal amount of the Company’s €300m 5.75% Senior Secured Notes due 2026 (the “Notes”) have provided consent to amend the Notes indenture via the consent solicitation and participation offer launched on 8 October 2024 (the “Consent Solicitation”).The Company has therefore obtained the consents needed to implement the Transaction on a fully consensual basis.
The Company expects the Transaction announced on 4 May 2024 will be completed by the end of November.
The Group’s financial adviser is Lazard & Co., Ltd and its legal adviser is Kirkland & Ellis International LLP.
The AHG’s financial adviser is Perella Weinberg Partners, and their legal adviser is Akin Gump LLP.
All items capitalised but not defined within this press release are defined within the 4 May 2024 and/or 11 June 2024 announcements and retain the same meaning.
This press release is not an offering of securities. Consents are being solicited and shares in Newco 1 are only being offered pursuant to the memorandum pursuant to which the Consent Solicitation is being effectuated. The consent solicitation and the offering or issuance of shares in Newco 1 is being made in the United States in reliance upon an exemption from registration under the Securities Act for an offer and sale which does not involve a public offering.
The right to participate in the Consent Solicitation and receive Newco 1 shares is restricted to Noteholders who are either (i) IAIs or QIBs, or (ii) non-U.S. persons who are located outside the United States and receiving shares in Newco 1 in an “offshore transaction” as those terms are defined in Rule 902 of Regulation S under the Securities Act and, if such holders are located in the United Kingdom or the EEA, such holders are Qualified Investors (as that term is defined in the European Union (Withdrawal) Act 2018 and in Regulation (EU) 2017/1129, respectively) and that they are relevant persons. Only Noteholders who consult the memorandum pursuant to which the Consent Solicitation is being effectuated and follow the procedures and make the representations outlined therein will be permitted to participate in the Consent Solicitation and receive Newco 1 shares.
This press release includes forward-looking statements. These statements are based on our beliefs and assumptions and are subject to risks and uncertainties. Generally, statements that are not about historical facts, including statements concerning our possible or assumed future actions or results of operations are forward-looking statements. Forward-looking statements are inherently subject to risks, uncertainties and assumptions. Although we believe that our plans, intentions and expectations reflected in or suggested by these forward-looking statements are reasonable, we cannot assure you that we will achieve or realize these plans, intentions or expectations. Forward-looking statements are not guarantees of performance. You should not put undue reliance on these statements which speak only as of this date hereof.
