This communication is for information only and does not constitute an offer to sell or issue or the solicitation of an offer to buy or subscribe for securities in the United States of America, its territories and possessions, any State of the United States of America, and the District of Columbia (the “United States”) or any other jurisdiction. None of the securities referred to in this communication will be registered under the U.S. Securities Act of 1933, as amended, and none of them may be offered or sold in the United States absent registration or an applicable exemption from the registration requirement. No money, securities or other consideration is being solicited, and, if sent in response to the information contained herein, will not be accepted.
April 6, 2016
Viridian Group FundCo II Limited
Solicitation of Consents relating to the
€600,000,000 7½% Senior Secured Notes due 2020
Regulation S Notes: ISIN Number XS1179900102 / Common Code 117990010
Rule 144A Notes: ISIN Number XS1179903544 / Common Code 117990354
Viridian Group FundCo II Limited
having its registered office at c/o Paget-Brown Trust Company Limited, Boundary Hall, Cricket Square,
P.O. Box 1111, Grand Cayman, KY1-1102, Cayman Islands
with registration number 257711
Reference is made to the announcement of Viridian Group FundCo II Limited (the “Issuer
”, and together with its subsidiaries, the “Group
”) dated March 31, 2016, in relation to the consent solicitation (the “Solicitation
”) in respect of all of its outstanding €600,000,000 7½% Senior Secured Notes due 2020 (the “Notes
”) to certain amendments (the “Proposed Amendments
”) to the indenture governing the Notes (the “Indenture
The Solicitation was undertaken in the context of the proposed purchase (the “Acquisition
”) by entities controlled by funds, companies or limited partnerships managed or advised by I Squared Capital Advisors (US) LLC of 100.0% of the issued and outstanding shares of Viridian Group Holdings Limited, an indirect parent company of the Issuer, from funds managed by AIM Group Limited on behalf of RA Bahrain B.S.C.(c).
The Issuer announces that it has received unrevoked consents from holders of the requisite aggregate principal amount of the Notes necessary to approve the Proposed Amendments, as described in the consent solicitation statement dated March 31, 2016 (the “Consent Solicitation Statement
”), and has executed a supplemental indenture (the “Supplemental Indenture
”) to give effect to the Proposed Amendments. The Supplemental Indenture is effective, and therefore consents are no longer revocable. The Supplemental Indenture will become operative on the Consent Payment Date (as defined below), which shall occur on the same date as the consummation of the Acquisition.
Upon the terms and subject to the satisfaction or waiver of all of the conditions set forth in the Consent Solicitation Statement, the consideration for each €1,000 principal amount of Notes for which a consent was validly delivered prior to the Expiration Time and not validly revoked prior to the Effective Time (as defined in the Consent Solicitation Statement) will be €2.5 (the “Consent Payment
The Consent Payment is expected to be paid immediately prior to the completion of the Acquisition, or on such earlier date after the Expiration Time as determined by the Issuer in its sole discretion (the “Consent Payment Date
”). No Consent Payment will be paid, and the consents of holders of the Notes will not become operative until the conditions precedent set forth in the Consent Solicitation Statement have been satisfied (or waived) in respect of the Proposed Amendments in accordance with the terms of the Solicitation.
The terms and conditions of the Solicitation are as set forth in the Consent Solicitation Statement.
For a detailed statement of the terms and conditions of the Solicitation, holders of the Notes should refer to the Consent Solicitation Statement. Capitalized terms used but not otherwise defined in this announcement have the meanings given in the Consent Solicitation Statement.
Questions from holders of Notes regarding the Solicitation should be directed to Deutsche Bank AG, London Branch, as one of the Solicitation Agents for the Solicitation, Telephone: +44 207 545 8011, email contact with respect to the Solicitation: firstname.lastname@example.org. Requests for additional copies of the Consent Solicitation Statement should be directed to The Bank of New York Mellon, London Branch, the Tabulation Agent for the Solicitation, Telephone: +44 1202 689644, email contact with respect to the Solicitation: email@example.com
Under no circumstances shall the Solicitation constitute an offer to sell or issue or the solicitation of an offer to buy or subscribe for any Notes in any jurisdiction.
This communication is for information purposes only and does not constitute a prospectus or any offer to sell or the solicitation of an offer to buy any security in the United States of America or in any other jurisdiction. Securities may not be offered or sold in the United States of America absent registration or an exemption from registration under the U.S. Securities Act of 1933, as amended (the “Securities Act
This communication is directed only at (i) persons who are outside the United Kingdom, (ii) persons who have professional experience in matters relating to investments falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the “Order”), (iii) high net worth entities of the type falling within Article 49(2) of the Order, and (iv) to the extent that doing so does not prejudice the lawful direction of the communication at the foregoing, other persons to whom it may lawfully be directed or communicated, all such persons together being referred to as “relevant persons”. Any investment activity to which this communication relates will only be available to, and will only be engaged in with, relevant persons. Any person who is not a relevant person should not act or rely on this document or any of its contents.
This announcement is not a public offering in the Grand Duchy of Luxembourg or an offer of securities to the public in any European Economic Area member state that has implemented directive 2003/71/EC (together with any applicable implementing measures in any member state).
This communication may include “forward-looking statements”. Forward-looking statements provide the Group’s current expectations, intentions or forecasts of future events. Forward-looking statements include statements about expectations, beliefs, plans, objectives, intentions, assumptions and other statements that are not statements of historical fact. Words or phrases such as “anticipate”, “believe”, “continue”, “ongoing”, “estimate”, “expect”, “intend”, “may”, “plan”, “potential”, “predict”, “project”, “target”, “seek” or similar words or phrases, or the negatives of those words or phrases, may identify forward-looking statements, but the absence of these words does not necessarily mean that a statement is not forward-looking. Forward-looking statements are subject to known and unknown risks and uncertainties and are based on potentially inaccurate assumptions that could cause future results to differ materially from those expected or implied by the forward-looking statements. In addition, even if future results are consistent with the forward-looking statements contained in this communication, those results may not be indicative of results in subsequent periods.
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