This announcement contains inside information as defined in Article 7 of the Market Abuse Regulation (EU) 596/2014 ("Market Abuse Regulation") and is disclosed in accordance with the obligations of Voyage Care BondCo plc under Article 17 of the Market Abuse Regulations.
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION,
DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES
OF AMERICA, CANADA, JAPAN OR AUSTRALIA
VOYAGE CARE ANNOUNCES PRICING OF
£215 MILLION SENIOR SECURED NOTES DUE 2023
AND £35 MILLION SECOND LIEN NOTES DUE 2023
LONDON -21 April 2017
Voyage Care BondCo plc (the "Issuer") today announced that it has priced its offering of £215,000,000 aggregate principal amount of 57/8% senior secured notes due 2023 and £35,000,000 aggregate principal amount of 10% second lien notes due 2023 (collectively, the "Notes").
The offering is expected to close on 8 May 2017. The proceeds from the offering, if completed, will be used, together with equity to be injected in Voyage BidCo Limited (the "Company") by certain of its shareholders, expected borrowings under a new revolving credit facility to be entered into between the Company and the lenders thereto and cash at bank and in hand to (i) redeem in full the outstanding amount of the Issuer's £222,000,000 aggregate principal amount of 61/2% senior secured notes due 2018 and the Issuer's £50,000,000 aggregate principal amount of 11% second lien notes due 2019, including the payment of associated redemption premiums and accrued and unpaid interest, (ii) fund working capital requirements and (iii) pay certain fees and expenses in connection with the foregoing.
The Notes will be offered only to qualified institutional buyers pursuant to Rule 144A and outside the United States pursuant to Regulation S under the U.S. Securities Act of 1933, as amended (the "Securities Act"), subject to prevailing market and other conditions. There is no assurance that the offering will be completed or, if completed, as to the terms on which it is completed. The Notes to be offered have not been registered under the Securities Act or the securities laws of any other jurisdiction and may not be offered or sold in the United States absent registration or unless pursuant to an applicable exemption from the registration requirements of the Securities Act and any other applicable securities laws. This press release does not constitute an offer to sell or the solicitation of an offer to buy the Notes, nor shall it constitute an offer, solicitation or sale in any jurisdiction in which such offer, solicitation or sale would be unlawful.
This announcement does not constitute and shall not, in any circumstances, constitute a public offering nor an invitation to the public in connection with any offer within the meaning of the Directive 2003/71/EC of the Parliament and Council of November 4, 2003 as implemented by the Member States of the European Economic Area (the "Prospectus Directive"), as amended from time to time. The offer and sale of the Notes will be made pursuant to an exemption under the Prospectus Directive, as implemented in Member States of the European Economic Area, from the requirement to produce a prospectus for offers of securities.
In connection with the issuance of the Notes, one of the initial purchasers will serve as stabilizing manager and may over-allot the Notes or effect transactions with a view to supporting the market price of the Notes at a level higher than that which might otherwise prevail. However, there is no assurance that the stabilizing manager (or persons acting on behalf of the stabilizing manager) will undertake stabilization actions. Any stabilization action may begin on or after the date on which adequate public disclosure of the terms of the offer of the Notes is made and, if begun, may be ended at any time, but it must end no later than the earlier of 30 days after the issue date of the Notes and 60 days after the date of the allotment of the Notes. Any stabilization action or over-allotment must be conducted in accordance with all applicable laws and rules.
This press release may include forward-looking statements. These forward-looking statements can be identified by the use of forward-looking terminology, including the terms "believes, ‟estimates", ‟anticipates", "expects, ‟intends", ‟may", ‟will" or "should" or, in each case, their negative, or other variations or comparable terminology. These forward-looking statements include all matters that are not historical facts and include statements regarding the Voyage Care group or its affiliates' intentions, beliefs or current expectations concerning, among other things, the Voyage Care group or its affiliates' results of operations, financial condition, liquidity, prospects, growth, strategies and the industries in which they operate. By their nature, forward-looking statements involve risks and uncertainties because they relate to events and depend on circumstances that may or may not occur in the future. Readers are cautioned that forward-looking statements are not guarantees of future performance and that the Voyage Care group or its affiliates' actual results of operations, financial condition and liquidity, and the development of the industries in which they operate may differ materially from those made in or suggested by the forward-looking statements contained in this press release. In addition, even if the Voyage Care group or its affiliates' results of operations, financial condition and liquidity, and the development of the industries in which they operate are consistent with the forward-looking statements contained in this press release, those results or developments may not be indicative of results or developments in subsequent periods.
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