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Ideal Standard Int. S.A. - Exchange Offer & Consent Solicitation and Scheme Solicitaiton - Launch

IDEAL STANDARD INTERNATIONAL S.A. (the “Issuer”) Commences an Exchange Offer for its outstanding 63 ⁄8% Senior Secured Notes due 2026 Regulation S Notes: Common Code 236902064, ISIN XS2369020644 Rule 144A Notes: Common Code 236902102, ISIN XS2369021022 (the “Existing Notes”)

15 AUGUST 2023


Full announcement including disclaimers and offer restrictions available via TISE


"EXCHANGE OFFER, CONSENT SOLICITATION AND SCHEME SOLICITATION


August 15, 2023 - Following its announcement on July 25, 2023, the Issuer announces today that it has commenced an offer to Eligible Holders (as defined below) to exchange (the “Exchange Offer”) any and all of their Existing Notes for an equal aggregate principal amount of particular series of new senior secured notes (the “New Notes”) plus Cash Consideration and B Preferred Units, on the terms and subject to the conditions set forth in the exchange offer, consent solicitation and scheme solicitation memorandum dated as of August 15, 2023 (the “Memorandum”). In connection with the Exchange Offer, the Issuer is also soliciting consents (the “Consent Solicitation”) from Eligible Holders (as defined below) to vote in favour of certain amendments (the “Proposed Amendments”) to the terms of the Existing Notes and the indenture dated July 30, 2021, as amended and supplemented from time to time (the “Existing Indenture”) governing the Existing Notes. In connection with the Exchange Offer and the Consent Solicitation, the Issuer is also seeking support from Eligible Holders to commence an English scheme of arrangement under Part 26 of the UK Companies Act 2006 or an analogous legal process in the United Kingdom (the “Scheme”), to implement the Proposed Amendments (the “Scheme Solicitation”).


The Issuer is proposing to implement the Proposed Amendments as it believes such amendments, once implemented, would result in the Group becoming a more attractive investment candidate for third party investors, thereby maximizing value for all Group stakeholders.


Terms of the Exchange Offer, Consent Solicitation and Scheme Solicitation are further described in the Memorandum. This announcement is a summary of the Memorandum only. It highlights selected information contained in the Memorandum and does not contain all of the information that Eligible Holders should consider before making a determination with respect to the Exchange Offer, Consent Solicitation or the Scheme Solicitation.


The Memorandum sets forth full details of the transactions summarised in this announcement and Noteholders are urged to read the Memorandum in its entirety"


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