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Cerdia Finanz GmbH - Offer to Purchase - Launch

OFFER TO PUCHASE BY CERDIA FINANZ GMBH FOR UP TO $18,200,000 OF ITS OUTSTANDING NOTES


21 FEBRUARY 2023


Full announcement available via CERDIA


Commencement of Offer to Purchase
Cerdia announces today that is has commenced an offer to purchase for cash (the “Offer”) up to a total Final Acceptance Amount (defined below) of $18,200,000 at a price per $1,000 principal amount of its validly tendered and accepted 10.50% Senior Secured Notes due 2027 (the “Notes”) of $1,000, plus accrued and unpaid interest, upon the terms and subject to the conditions set forth in Cerdia’s Offer to Purchase dated 21 February 2023 (as it may be amended or supplemented from time to time, the “Offer to Purchase”).

The Offer constitutes an excess cash flow offer in accordance with the requirements of the indenture governing the Notes, entered into among Cerdia, the guarantors party thereto, and Deutsche Bank Trust Company Americas, as trustee, security agent, paying agent, transfer agent and registrar, dated as of February 7, 2022.


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Description of Notes 10.50% Senior Secured Notes due 2027

ISINs / CUSIPs Rule 144A: US15679GAA04/ 15679G AA0 Regulation S: USD1RA09AA12 /D1RA09 AA1

Outstanding Principal Amount $600,000,000

Denomination of the Notes $200,000 and integral multiples of $1,000 in excess thereof*

Purchase Price per $1,000 Principal Amount of Notes tendered and accepted $1,000 (plus accrued and unpaid interest)

Final Acceptance Amount $18,200,000


* Tenders of the Notes will be accepted only in principal amounts equal to $200,000 and in integral multiples of $1,000 in excess thereof; provided that Holders who tender less than all of their Notes or less than all of whose Notes are accepted for purchase must continue to hold Notes in principal amounts equal to minimum denominations of $200,000 and integral multiples of $1,000 in excess thereof. "




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