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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.
 
 
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

 
of
 
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
 
 
March 31, 2016
Viridian Group FundCo II Limited (the “Issuer”, and together with its subsidiaries, the “Group”) announced today that it has commenced a consent solicitation in respect of all of its outstanding €600,000,000 7½% Senior Secured Notes due 2020 (the “Notes”). Consents may be delivered beginning March 31, 2016, and the consent solicitation will expire at 4:00 pm (London time) on April 6, 2016 (the “Expiration Time”).
The Issuer is soliciting the consent of the holders of the Notes (the “Solicitation”) to certain amendments (the “Proposed Amendments”) to the indenture governing the Notes (the “Indenture”). The Solicitation is being 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 Acquisition is expected to result in a Change of Control (as defined in the Indenture). If given effect, the Proposed Amendments would permit the Acquisition without requiring a Change of Control Offer (as defined in the Indenture) or payment of the Change of Control Payment (as defined in the Indenture).
Upon the terms and subject to the satisfaction or waiver of all of the conditions set forth in the consent solicitation statement related to the Notes (the “Consent Solicitation Statement”), the consideration for each €1,000 principal amount of Notes for which a consent is 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.
Adoption under the Indenture of the Proposed Amendments requires the consent of the holders of at least a majority in aggregate principal amount of the then outstanding Notes (the “Required Consents”). Amendments and waivers corresponding to the Proposed Amendments are also being sought under the senior revolving facility agreement dated February 4, 2015 between, amongst others, Viridian Group Investments Limited, as initial parent, and Deutsche Bank AG, London Branch, as agent (the “Existing RCF”). The Issuer intends to preserve at least £200 million of the Existing RCF and has received signed documentation from existing lenders under the Existing RCF representing £200 million that they approved such Proposed Amendments.
The following summary of key dates set out below is qualified in its entirety by the more detailed information appearing in the Consent Solicitation Statement.
 
Holders should take note of the following dates in connection with the Solicitation. The dates below are, however, subject to modification in accordance with the terms of the Solicitation:
 
Event Date
   
Solicitation Launch Date March 31, 2016
   
Expiration Time 4:00 p.m., London Time, on April 6, 2016, unless extended or earlier terminated by the Issuer in its sole discretion.
   
Effective Time The time at which the relevant Required Consents have been received and the Indenture in respect of the Notes has been amended.
   
Announcement of Solicitation Results As soon as practical after the Effective Time.
   
Operative Time The time at which the Proposed Amendments will become operative.
   
Consent Payment Date The date upon which the Acquisition is completed or such earlier date after the Expiration Time as determined by the Issuer in its sole discretion.
   
Longstop Date April 29, 2016
   
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.
The Consent Solicitation Statement will be made available to the holders of the Notes, upon request, by The Bank of New York Mellon, London Branch, the Information and Tabulation Agent for the Solicitation. The Issuer has engaged Deutsche Bank AG, London Branch, Barclays Bank PLC and The Royal Bank of Scotland plc and to act as the Solicitation Agents for the Solicitation.
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: liability.management@db.com. 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: debtrestructuring@bnymellon.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.
Cautionary Statement
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).
Forward-Looking Statements
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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