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iQera Group – Consent Solicitation 2024 (XS) - Extension

Extension of solicitation of consents from certain creditors and bondholders of iQera Group regarding the possibility of initiating mandat ad hoc and/or conciliation proceedings to provide a framework for discussions with creditors and bondholders - XS1685582105 - XS1685582287 - XS2239815777 - -XS2239815850 - XS2580885908 - XS2580886112

23 MAY 2024


Full announcement available, including disclaimers and restrictions available via EURONEXT



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"As previously disclosed, the purpose of the Solicitations is to permit the Group to amend the documentation governing the Notes such that the Group would have the option to request the appointment of a mandataire ad hoc and/or a conciliateur with respect to any entity of the Group without such action constituting a Default or an Event of Default under the documentation governing the Notes.


The Company announces today that it hereby extends the expiration time of the Solicitations until May 31, 2024, 5:00 p.m., London time, subject to any further extension by the Company.


The Company also extends until the same date (May 31, 2024) the similar consent from the required majority of its RCF lenders, in accordance with the terms of its revolving credit facility agreement."


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Solicitation of consents from certain creditors and bondholders of iQera Group regarding the possibility of initiating mandat ad hoc and/or conciliation proceedings to provide a framework for discussions with creditors and bondholders - XS1685582105 - XS1685582287 - XS2239815777 - -XS2239815850 - XS2580885908 - XS2580886112

10 MAY 2024


Full announcement available, including disclaimers and restrictions available via EURONEXT


In connection with the publication on April 22, 2024 of its results for the year ended December 31, 2023, iQera Group (the “Company”, and with its subsidiaries, the “Group”) indicated that its existing capital structure and level of indebtedness, alongside unfavorable macroeconomic factors and interest rate environment, were having contrasting effects and created uncertainty for the Group, burdening its ability to invest sufficiently to preserve its future cash-flow and ensure its development. The Company indicated that it was therefore assessing, with its shareholders and with the assistance of financial and legal advisors, its various options to ensure the sustainability of its model and its medium and long-term development.

In this context, the Company is considering the possibility to initiate discussions with its financial creditors with a view to ensure a sustainable capital structure adapted to its level of revenue and investment needs.


In order to facilitate these potential discussions and provide a transparent and protective framework to all stakeholders, the Company is considering the potential opening of a mandat ad hoc or a procédure de conciliation.


To this end, a consent solicitation is launched today, May 10, 2024, with a view to obtain the consent of the required majority of holders of each of the Company's relevant bonds so that, if so decided, a potential request for, or the potential appointment of, a mandataire ad hoc or a conciliator, would not constitute a default or event of default under the bond documentation (4.25% Senior Secured Notes due 2024 (ISIN: XS1685582105 (Regulation S) and XS1685582287 (Rule 144A)), 6.50% Senior Secured Notes due 2024 (ISIN: XS2239815777 (Regulation S) and XS2239815850 (Rule 144A)) and Senior Secured Floating Rate Notes due 2027 (ISIN: XS2580885908 (Regulation S) and XS2580886112 (Rule 144A))."


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iQera Group S.A.S. Announces the Success of its Refinancing Transactions


24 JANUARY 2023


Full announcement available via EURONEXT.


See IQera Group Exchange Offer for further details.

 

iQera Group S.A.S. offers to purchase for cash the outstanding 4.25% Senior Secured Notes due 2024, the outstanding 6.50% Senior Secured Notes due 2024 and the outstanding Floating Rate Notes due 2024


17 JANUARY 2023


Full announcement available via EURONEXT.


"Paris, France — January 17, 2023. iQera Group S.A.S. (the “Offeror”) announced today that it has commenced an offer to holders of (i) its issued and outstanding 4.25% Senior Secured Notes due 2024 (ISIN: XS1685582105) (the “2017 Existing Fixed Rate Notes”, (ii) its issued and outstanding 6.50% Senior Secured Notes due 2024 (ISIN: XS2239815777) (“2020 Existing Fixed Rate Notes”), and (iii) its issued and outstanding Senior Secured Floating Rate Notes due 2024 (ISIN: XS1885543691) (“Existing Floating Rate Notes”, and together with the 2017 Existing Fixed Rate Notes and the 2020 Existing Fixed Rate Notes, the “Existing Notes”) to tender their Existing Notes for purchase by the

Offeror for cash (the “Tender Offer”) on the terms and subject to the conditions set out in the tender offer memorandum dated January 17, 2023 (the “Tender Offer Memorandum”)."




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"The Offeror will only accept tenders with respect to the Regulation S Existing Notes bearing the ISINs and Common Codes in the above table. The Offeror will not accept tenders with respect to the Existing Notes. In order to participate in the Tender Offer, holders of Rule 144A Existing Notes must exchange such Rule 144A Existing Notes for Regulation S Existing Notes and offer the Regulation S Existing Notes by the Expiration Time in the Tender Offer.


Consummation of the Tender Offer is subject to the satisfaction of certain conditions, including, without limitation, the New Financing Condition and the conditions set out in the Tender Offer Memorandum. Subject to applicable law, the Company reserves the right, in its sole discretion, to waive any and all conditions to the Tender Offer.


The Offeror also announced today its intention to offer new Senior Secured Floating Rate Notes due 2027 (the “New Cash Notes”). Concurrently with the issue of the New Cash Notes and the Tender Offer, the Offeror has also made an offer to exchange its Existing Notes with respect to book-entry interests held by eligible holders in the Regulation S global notes representing each series of Existing Notes for a new series of senior secured notes (the “Exchange Notes”) (the “Exchange Offers”). The Exchange Notes and the New Cash Notes will have identical terms and form a single class issued under the same indenture on the Settlement Date. The Issuer may, at its sole discretion, decide whether or not to issue any New Cash Notes. The settlement of the Exchange Offers will be conditioned upon, among other things, the combined aggregate principal amount of the New Cash Notes and the Exchange Notes to be issued by the Offeror being no less than €425,000,000 (the “Exchange Offers Minimum Condition”). Noteholders may not participate in both the Tender Offer and the Exchange Offers with respect to the same holding of Existing Notes.


Whether the Offeror will accept for purchase any Existing Notes validly tendered in the Tender Offer and complete the Tender Offer is subject, without limitation, to the successful completion (in the sole determination of the Offeror) of the issue of the New Notes and the satisfaction of the Exchange Offers Minimum Condition (the “New Financing Condition”). There can be no assurance that the Offeror will be able to satisfy the New Financing Condition.


It is expected that the issue of the New Cash Notes, the Exchange Offers and the Tender Offer will settle simultaneously on the Settlement Date. Existing Notes purchased by the Offeror pursuant to the Tender Offer are expected to be cancelled and will not be re-issued or re-sold."

 

iQera Group S.A.S. Commences Offer to Exchange the outstanding 4.25% Senior Secured Notes due 2024, the outstanding 6.50% Senior Secured Notes due 2024 and the outstanding Floating Rate Notes due 2024 for new Senior Secured Floating Rate Notes due 2027


17 JANUARY 2023


Full announcement available via EURONEXT.


"Paris, France — January 17, 2023. iQera Group S.A.S. (the “Issuer”) announced today that it has commenced offers to Eligible Holders (as defined below) to exchange any and all of their issued and outstanding 4.25% Senior Secured Notes due 2024, their issued and outstanding 6.50% Senior Secured Notes due 2024, and their issued and outstanding Senior Secured Floating Rate Notes due 2024, all the series set forth in the table below (together, the “Existing Notes” and each a “Series” of Existing Notes) for new Senior Secured Floating Rate Notes due 2027 (the “Exchange Notes”) of the Issuer, plus the applicable Cash Consideration (as defined below), on the terms and subject to the conditions set forth in the exchange offer memorandum dated January 16, 2023 (the “Exchange Offer Memorandum”). The Issuer will accept for exchange any and all of the Existing Notes validly exchanged for exchange by Eligible Holders pursuant to the Exchange Offers, subject to the conditions described herein, but reserves the right not to exchange any Existing Notes validly offered for exchange pursuant to the Exchange Offers. "





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"The purpose of the Exchange Offers is to extend a significant proportion of maturities related to the Existing Notes as part of the Issuer’s proactive liability management program."


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"Additional Information


The Exchange Offer Memorandum will also be made available to all Eligible Holders through the Exchange and Tabulation Agent: Kroll Issuer Services Limited Address: The Shard, 32 London Bridge Street, SE1 9SG, London, UK Telephone: +44 20 7704 0880 Email: iqera@is.kroll.com Webpage: https://deals.is.kroll.com/iqera Attention: Thomas Choquet

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