Source - RNS
RNS Number : 0246H
Beechbrook Private Debt III S.a.r.l
02 June 2017
 

THIS NOTICE IS IMPORTANT AND REQUIRES THE IMMEDIATE ATTENTION OF THE NOTE PURCHASER. IF ANY NOTE PURCHASER IS IN ANY DOUBT AS TO THE ACTION THEY SHOULD TAKE, THEY SHOULD SEEK ADVICE IMMEDIATELY FROM THEIR OWN INDEPENDENT PROFESSIONAL ADVISERS AUTHORISED UNDER THE FINANCIAL SERVICES AND MARKETS ACT 2000, AS TO ANY FINANCIAL, LEGAL OR TAX CONSEQUENCES.

 

The date of this notice is 30 May 2017.

Company announcement:

BEECHBROOK PRIVATE DEBT III S.À.R.L.

a private limited liability company (société à responsabilité limitée) incorporated and existing under the laws of Luxembourg, having its registered office at 1, rue Hildegard von Bingen, L-1282 Luxembourg, Grand Duchy of Luxembourg and registered with the Luxembourg Register of Commerce and Companies under number B209.538

(the "Issuer")

EUR 300,000,000 variable funding notes due 2027 (the "Notes")

(ISIN Code: LU1531758537)

 

RE: AMENDMENT AND RESTATEMENT OF THE NOTE PURCHASE AGREEMENT

Reference is made to:

1    the listing particulars prepared in connection with the Notes dated 8 December 2016 for the purposes of listing the Notes on the official list of the Irish Stock Exchange plc and trading on the Global Exchange Market of the Irish Stock Exchange plc (the "Listing Particulars"); and

2    the note purchase agreement originally dated 8 December 2016 between the Issuer, Beechbrook Private Debt III L.P. as the original note purchaser and GLAS Trust Corporation Limited as security trustee for the Secured Parties (as defined therein) (the "Note Purchase Agreement").

The parties to the Note Purchase Agreement have agreed to amend and restate the Note Purchase Agreement (the "Amendment and Restatement"). The significant changes are to amend certain definitions, Condition 5 (Priority of Payments) and Condition 7 (Interest) (which also appear in the Listing Particulars) and include new definitions as follows:

(1)  "Deferred Interest" has the meaning given to such term in clause 13.2 (Deferral of Interest);

(2)  "Determination Date" means:

(a)  for the period from and including the Issue Date to the Amendment Date, 31 January 2017 and 30 April 2017, provided that if any such date would otherwise fall on a day which is not a Business Day, it shall be postponed to the next day that is a Business Day unless it would fall in the following month, in which case it shall be brought forward to the immediately preceding Business Day; and

(b)  for the period from and including the Amendment Date, 31 March, 30 June, 30 September and 31 December in each year, commencing on 31 March 2017 up to and including the Maturity Date;

(3)  "Interest Period" means the period commencing on (and including) a Determination Date (or, in the case of the first Interest Period, the Issue Date) and ending on (but excluding) the immediately succeeding Determination Date;

(4)  "Payment Date" means:

(a)  for the period from and including the Issue Date to the Amendment Date, 31 January 2017 and 30 April 2017, provided that if any such date would otherwise fall on a day which is not a Business Day, it shall be postponed to the next day that is a Business Day unless it would fall in the following month, in which case it shall be brought forward to the immediately preceding Business Day; and

(b)  for the period from and including the Amendment Date, a date elected at the sole discretion of the Issuer which falls:

(i)   on a Business Day; and

(ii)   no later than the date falling three months from and including a Determination Date;

(5)  "Principal Amount" means, in respect of a Determination Date, such amount as is equal to the aggregate of all amounts available to be applied by the Issuer in accordance with Condition 5.7 (Priority of Payments) on such Determination Date;

(6)  Condition 5 PRIORITY OF PAYMENTS

On each Payment Date, the Issuer shall prior to and following delivery of an Enforcement Notice apply the lower of:

(a)  all amounts received by the Issuer in respect of the Interest Period ending on the Determination Date immediately preceding the Payment Date and standing to the credit of the Issuer Account on such Determination Date; and

(b)  all amounts standing to the credit of the Issuer Account on that Payment Date,

in accordance with the Priority of Payments in Conditions 5.1 to 5.9 below in each case only if and to the extent that payments or provisions of a higher priority have been made in full:

5.1         first, without priority among them but in proportion to the respective amounts due, to pay any amounts due to the Security Trustee and any Delegate (in each case, for itself and not for, or on behalf of or as trustee for any other person), together with interest and any amount in respect of VAT on those amounts;

5.2         secondly, to pay any amounts due to any relevant tax authority to pay or discharge any liability of the Issuer for all Taxes;

5.3         thirdly, to pay any Senior Liabilities then due and payable;

5.4         fourthly, to pay to the Issuer an amount equal to the Issuer Profit Amount in respect of such Interest Period to be retained by the Issuer for the purposes of funding the Legal Reserve only until the balance in the Legal Reserve is equal to the Legal Reserve Amount;

5.5         fifthly, in payment of any Deferred Interest accrued on the Notes in respect of any previous Interest Periods;

5.6         sixthly, in payment of interest on the Notes in respect of such Interest Period in accordance with Condition 7 (Interest);

5.7         seventhly, out of all amounts of:

                                                  5.7.1     principal (including prepayments); and

                        5.7.2     disposal proceeds in respect of a Loan,

in each case, received in cash by the Issuer in respect of such Interest Period and standing to the credit of the Issuer Account on the Determination Date immediately preceding such Payment Date, in redemption of the Notes in accordance with Condition 6 (Redemption);

5.8         eighthly, the amount of any arrangement fees payable in respect of an underlying Loan, less any irrecoverable withholding taxes (ignoring any losses or impairments booked by the Issuer on the relevant underlying Loan); and

5.9         ninthly, to pay to the Issuer all amounts standing to the credit of the Issuer Account following application of Conditions 5.1 to 5.8 above to manage for its own account.

(7)  Condition 7 INTEREST

The Notes bear interest on the Note Principal Amount outstanding from (and including) the Issue Date, payable in arrear on each Payment Date in respect of the Interest Period ending on (but excluding) the Determination Date immediately preceding that Payment Date, in accordance with clause 13 (Interest) of the Note Purchase Agreement and the Priority of Payments.

This Amendment and Restatement shall be effective as of 30 May 2017.

To the extent applicable, each of the parties required to give their consent under the terms of the Note Purchase Agreement has given their consent to the Amendment and Restatement.

Copies of the amendment and restatement deed entered into between the parties in order to effect the Amendment and Restatement are available for inspection free of charge during normal business hours on Monday to Friday (excluding public holidays) at the registered office of the Issuer (presently at 1, rue Hildegard von Bingen, L-1282 Luxembourg, Grand Duchy of Luxembourg).

 

Enquiries:

Issuer

Beechbrook Private Debt III s.à r.l.

 

Address:           1, rue Hildegard von Bingen, L-1282 Luxembourg, Grand Duchy of Luxembourg

Email:               [email protected]

Attention:          Manfred Schneider


This information is provided by RNS
The company news service from the London Stock Exchange
 
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