- an offering of approximately €1,060 million aggregate principal amount of senior secured notes (the “Notes”); and
- a new senior secured Term Loan B facility consisting of a €900 million EUR-denominated tranche (the “EUR TLB”) and a $506 million U.S. dollar-denominated tranche (the “USD TLB” and, together with the EUR TLB, the “Term Loan B”).
The Notes consist of two tranches: €660 million aggregate principal amount of Notes due 2025, bearing interest at a rate of 2.625% per annum and €400 million aggregate principal amount of Notes due 2027, bearing interest at a rate of 3.000% per annum.
The EUR TLB will bear interest at a rate per annum equal to EURIBOR (subject to a floor of zero) plus 3.250%, subject to a leveraged based margin ratchet. The USD TLB will bear interest at a rate per annum equal to LIBOR (subject to a 0.75% floor) plus 3.000%, subject to a leveraged based margin ratchet.
The Notes are expected to be issued on 5 November 2020, subject to customary closing conditions.
Adevinta intends to use the proceeds from the Notes and Term Loan B to, among other things, fund a portion of the cash consideration for the acquisition (the “Acquisition”) of the eBay Classifieds group (“eCG”) and refinance existing debt.
The gross proceeds from the issuance of the Notes will be placed into a segregated escrow account pledged in favour of the holders of the Notes. The proceeds of the Notes will be released from escrow, and the Term Loan B will be funded, immediately prior to completion of the Acquisition, subject to satisfaction of certain customary conditions.
The Term Loan B and the Notes will be guaranteed by certain subsidiaries of Adevinta and eCG and secured by shares of certain of the guarantors as well as certain material bank accounts and the intercompany receivables of Adevinta.
This press release is neither an offer to sell nor the solicitation of an offer to buy any securities and shall not constitute an offer, solicitation or sale in any jurisdiction in which such offering, solicitation or sale would be unlawful. The Notes discussed in this release have not been, and will not be, registered under the U.S. Securities Act of 1933, as amended, and may not be offered or sold in the United States or to US persons without registration or pursuant to an applicable exemption from registration under that act.
Matters discussed in this announcement may constitute forward-looking statements, including statements relating to the Notes and the Term Loan B, including the expected terms of the instruments upon issuance and intended use of proceeds. Forward-looking statements are statements that are not historical facts and may be identified by words such as “believe”, “aims”, “expect”, “anticipate”, “intends”, “estimate”, “will”, “may”, “continue”, “should” and similar expressions. The forward-looking statements in this release are subject to risks, uncertainties, contingencies and other important factors that could cause actual events to differ materially from the expectations expressed or implied in this release by such forward-looking statements. Forward-looking statements speak only as of the date they are made and cannot be relied upon as a guide to future performance. The Company expressly disclaims any obligation or undertaking to update, review or revise any forward-looking statement contained in this announcement whether as a result of new information, future developments or otherwise.
This information is subject to the disclosure requirements pursuant to Section 5-12 the Norwegian Securities Trading Act.
Manufacturer target market (MIFID II product governance) is eligible counterparties and professional clients only (all distribution channels). No PRIIPs key information document (KID) has been prepared as not available to retail investors in EEA or the United Kingdom