Platin 1426. GmbH (the “Issuer”), the direct parent of Schenck Process Holding GmbH (together with Platin 1425. GmbH and with its other subsidiaries, “Schenck Process”) announced today the launch of an offering of €100 million aggregate principal amount of senior secured notes due 2023 (the “Notes”), which will be issued as additional notes under the indenture (the “Indenture”) governing its existing 5.375% senior secured notes due 2023 (the “Existing Notes”).
The Notes will constitute a single class of debt securities with the Existing Notes under the Indenture, but will be issued as a separate series from the Existing Notes under the Indenture, will have different common codes and ISINs than the Existing Notes and will not be fungible with the Existing Notes for U.S. federal income tax purposes.
If completed, the proceeds from the offering of the Notes, together with cash on hand, will be used to (i) repay in full the outstanding borrowings under the senior secured bridge facility, which was used to finance the acquisition (the “Target Acquisition”) of Arvos Raymond Bartlett Snow Holding LLC (“RBS Holdings”), Arvos Brasil Equipamentos Ltda. (“RBS Brazil”), the Raymond Bartlett Snow assets of Arvos Energy India Private Limited and all subsidiaries of RBS Holding and RBS Brazil on June 29, 2018 by certain subsidiaries of the Issuer and (ii) pay costs, expenses and fees in connection with the offering of the Notes, the Target Acquisition and related transactions.
Cautionary Statement
The Notes will be offered only to qualified institutional buyers pursuant to Rule 144A and to non-U.S. persons 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 and will not be registered under the Securities Act or the securities laws of any other jurisdiction and may not be offered or sold, directly or indirectly, in the United States or to or for the account or benefit of U.S. persons, as such term is defined in Regulation S of the Securities Act, 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 (and any amendments thereto, including by Directive 2010/73/EU) as implemented by the Member States of the European Economic Area (the “Prospectus Directive”). 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
The 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 in EEA.
This communication does not constitute an offer of securities to the public in the United Kingdom and is directed solely at persons who (i) are outside the United Kingdom, (ii) are investment professionals, as such term is defined in Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended (the “Financial Promotion Order”), (iii) are persons falling within Article 49(2)(a) to (d) of the Financial Promotion Order, or (iv) are persons to whom an invitation or inducement to engage in investment activity (within the meaning of section 21 of the Financial Services and Markets Act 2000) in connection with the issue or sale of any notes may otherwise lawfully be communicated or caused to be communicated (all such persons together being referred to as “relevant persons”). Any investment or investment activity to which this communication relates is available only to relevant persons and will be engaged in only with relevant persons. Any person who is not a relevant person should not act or rely on this communication or any of its contents.
Forward-Looking Statements
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 Issuer’s or its affiliates’ intentions, beliefs or current expectations concerning, among other things, the Issuer’s 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 Issuer’s 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 Issuer’s 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.
The Notes will constitute a single class of debt securities with the Existing Notes under the Indenture, but will be issued as a separate series from the Existing Notes under the Indenture, will have different common codes and ISINs than the Existing Notes and will not be fungible with the Existing Notes for U.S. federal income tax purposes.
If completed, the proceeds from the offering of the Notes, together with cash on hand, will be used to (i) repay in full the outstanding borrowings under the senior secured bridge facility, which was used to finance the acquisition (the “Target Acquisition”) of Arvos Raymond Bartlett Snow Holding LLC (“RBS Holdings”), Arvos Brasil Equipamentos Ltda. (“RBS Brazil”), the Raymond Bartlett Snow assets of Arvos Energy India Private Limited and all subsidiaries of RBS Holding and RBS Brazil on June 29, 2018 by certain subsidiaries of the Issuer and (ii) pay costs, expenses and fees in connection with the offering of the Notes, the Target Acquisition and related transactions.
Cautionary Statement
The Notes will be offered only to qualified institutional buyers pursuant to Rule 144A and to non-U.S. persons 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 and will not be registered under the Securities Act or the securities laws of any other jurisdiction and may not be offered or sold, directly or indirectly, in the United States or to or for the account or benefit of U.S. persons, as such term is defined in Regulation S of the Securities Act, 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 (and any amendments thereto, including by Directive 2010/73/EU) as implemented by the Member States of the European Economic Area (the “Prospectus Directive”). 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
The 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 in EEA.
This communication does not constitute an offer of securities to the public in the United Kingdom and is directed solely at persons who (i) are outside the United Kingdom, (ii) are investment professionals, as such term is defined in Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended (the “Financial Promotion Order”), (iii) are persons falling within Article 49(2)(a) to (d) of the Financial Promotion Order, or (iv) are persons to whom an invitation or inducement to engage in investment activity (within the meaning of section 21 of the Financial Services and Markets Act 2000) in connection with the issue or sale of any notes may otherwise lawfully be communicated or caused to be communicated (all such persons together being referred to as “relevant persons”). Any investment or investment activity to which this communication relates is available only to relevant persons and will be engaged in only with relevant persons. Any person who is not a relevant person should not act or rely on this communication or any of its contents.
Forward-Looking Statements
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 Issuer’s or its affiliates’ intentions, beliefs or current expectations concerning, among other things, the Issuer’s 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 Issuer’s 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 Issuer’s 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.
