top of page

Elva Funding II DAC - Consent Solicitation - Launch

Series 2019-01 USD 200,000,000 Secured Floating Rate Notes due 2024 with ISIN XS1967611010 (the Elva Notes), issued by Elva Funding II DAC (the Issuer) under the €20,000,000,000 Asset-Backed Medium Term Note Programme – Consent Solicitation

26 JANUARY 2024


Full announcement including disclaimers and offer restrictions available via Euronext


"Series 2019-01 USD 200,000,000 Secured Floating Rate Notes due 2024 with ISIN XS1967611010 (the Elva Notes), issued by Elva Funding II DAC (the Issuer) under the €20,000,000,000 Asset-Backed Medium Term Note Programme – Consent Solicitation


We refer to: (i) the principal trust deed originally dated 30 July 2018, as amended from time to time, including most recently on 14 November 2019 (the Principal Trust Deed) made between the Issuer and BNY Mellon Corporate Trustee Services Limited (the Trustee) pursuant to which the Issuer established a €20,000,000,000 Asset-Backed Medium Term Note Programme; and (ii) the supplemental trust deed originally dated 29 March 2019, as amended from time to time, including most recently on 20 May 2019 (the Supplemental Trust Deed and, together with the Principal Trust Deed, the Trust Deed) between (among others) the Issuer, the Trustee and Morgan Stanley & Co. International PLC (the Swap Counterparty) pursuant to which the Issuer issued the Elva Notes. Capitalised terms used in this notice and not defined in this notice shall have the meanings set out in the Trust Deed.


In accordance with the Supplemental Trust Deed, the Issuer is required to notify and request instruction from Noteholders if any amendment, modification or waiver is sought in respect of an Underlying Asset.


The Issuer hereby notifies the Noteholders that:


(a) it has received a request to enter into a consent letter (the Proposed Consent Letter) relating to notes issued by an obligor (the Obligor) (the Obligor Notes) pursuant to which certain consents are requested relating to the Obligor Notes (the Intended Purpose); and


(b) it is possible that that the documentation required to be entered into by the Issuer in connection with the Intended Purpose differs from the form initially received by the Issuer and/or further actions may be proposed to the Issuer and may subsequently be taken (including, without limitation, potential restructurings and/or entry by the Issuer into any document(s) necessary or convenient) to give effect to the transactions contemplated by the Intended Purpose (the Proposed Action).


For further details on the Proposed Consent Letter and/or the Intended Purpose, please contact the Issuer or the Determination Agent.


The Issuer is a noteholder in respect of the Obligor Notes and as at the date hereof the Obligor Notes constitute an Underlying Asset with respect to the Elva Notes. Accordingly, the Issuer hereby requests that each Noteholder informs Euroclear or Clearstream, Luxembourg (as applicable) of its intention to vote:


(i) to approve the Issuer’s entry into the Proposed Consent Letter and to instruct the Issuer to vote in favour and/or act in favour of any Proposed Action (whatever the terms);


(ii) to oppose the Issuer’s entry into the Proposed Consent Letter and to the instruct the Issuer not to vote in favour and/or not to act in favour of any Proposed Action (whatever the terms); or


(iii) not to participate in any instruction to the Issuer in respect of the Issuer’s entry into the Proposed Consent Letter and/or any Proposed Action (whatever the terms).


Noteholders who wish to vote in respect of the matters above must inform Euroclear or Clearstream, Luxembourg (as applicable) on or before 10 a.m. (London time) on 2 February 2024 (the Cut-Off Time), provided that the voting period may close prior to the Cut-Off Time upon receipt of votes from Noteholders holding (in aggregate) a majority of the Principal Amount of the Elva Notes.


In accordance with the Supplemental Trust Deed:


(i) if Noteholders together holding a majority of the Principal Amount of the Elva Notes vote in favour of, or against, the Issuer's entry into the Proposed Consent Letter and/or any Proposed Action, the Issuer shall act only in accordance with such instruction; and


(ii) if no such instruction is received by the Cut-Off Time, the Determination Agent may designate a third party who is unaffiliated with the Determination Agent to give such instruction, so long as such party is not affiliated with the Determination Agent. Such third party will have the discretion to instruct the Issuer to vote in favour of, or against, the Issuer's entry into the Proposed Consent Letter and/or any Proposed Action, and the Issuer shall act in accordance with such instruction, without the requirement for any further direction from the Noteholders.


For the avoidance of doubt, the Issuer shall only act upon any instructions received provided that: (a) it is still holding the Obligor Notes on or after the Cut-Off Time; and (b) such instructions are not contrary to applicable law, regulation or policy.


In accordance with normal practice, neither the Trustee nor the Issuer expresses any opinion on the merits of the Proposed Consent Letter and/or any Proposed Action. Neither the Trustee nor the Issuer makes any representation that all relevant information has been disclosed to holders of the Elva Notes pursuant to this Consent Solicitation. Noteholders who are in any doubt as to the impact of the Proposed Consent Letter and/or any Proposed Action or the transactions contemplated thereby should seek their own legal, financial or other professional advice.


Pursuant to clause 9.14 of the Agency Agreement, the Issuer has instructed the Principal Paying Agent to arrange for the publication to Noteholders of this Consent Solicitation."


...

Tags:

29 views0 comments

ความคิดเห็น


bottom of page