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Cerdia Finanz GmbH - Offer to Purchase - Results

RESULTS AND SETTLEMENT OF OFFER TO PURCHASE BY CERDIA FINANZ GMBH FOR UP TO $18.200.000 OF ITS OUTSTANDING NOTES


23 MARCH 2023


Full announcement available via CERDIA


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Results of the Offer


Cerdia hereby announces that $18,200,000 in aggregate principal amount (the “Final Acceptance Amount”) of its outstanding Notes have been accepted for purchase by Cerdia, subject to the terms and conditions described herein and the Offer to Purchase, for cash at a price of $1,000 per $1,000 principal amount of its Notes validly tendered and accepted, plus accrued and unpaid interest. The aggregate principal amount of the Notes validly tendered in the Offer was above the Final Acceptance Amount, and as a result, Cerdia has applied a Pro-Rating Factor of 3.6657%, such that tender instructions where such pro-ration would result in either (i) Cerdia accepting Notes from the relevant Holder in an aggregate principal amount of less than $200,000 or (ii) the principal amount of Notes not purchased and returned back to the relevant Holder being an aggregate principal amount of less than $200,000, have been rejected."

 

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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