Pinewood Finco PLC - Tender Offer 2024 (XS) - Results

PINEWOOD FINCO PLC ANNOUNCES THE RESULTS OF THE OFFER TO PURCHASE NOTES FOR CASH - XS2052466815

21 MARCH 2024

Full announcement including disclaimers and offer restrictions available via Pinewood Group

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"The Offer was launched by the Issuer on March 12, 2024 and expired at 16:00 London time on March 20, 2024 (the “Expiration Deadline”).

At the Expiration Deadline, £459,704,000 aggregate principal amount of Notes had been validly tendered pursuant to the Offer.

The following table sets forth certain information relating to the results of the Offer:

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PINEWOOD FINCO PLC ANNOUNCES OFFER TO PURCHASE NOTES FOR CASH - XS2052466815

12 MARCH 2024

Full announcement including disclaimers and offer restrictions available via Pinewood Group

Pinewood Finco plc (the “Issuer”) has today launched an invitation to holders of its 31 /4% Senior Secured Notes due 2025 and held pursuant to Regulation S (ISIN: XS2052466815 / Common Code: 205246681) (the “Notes”), to tender such Notes for purchase for cash (the “Offer”) subject to satisfaction of the New Financing Condition and the General Conditions and the other terms and conditions described in the Tender Offer Memorandum dated March 12, 2024 (the “Tender Offer Memorandum”). Subject to applicable law, the Issuer reserves the right, in its sole and absolute discretion, to waive any and all conditions to the Offer.

The Issuer proposes to accept Notes for purchase with an aggregate Purchase Consideration not to exceed (x) the aggregate net proceeds from the New Notes (as defined below) less the aggregate transaction fees and expenses in respect of the New Notes Offering and the Offer (the “Maximum Acceptance Amount”) on the terms and conditions contained in the Tender Offer Memorandum. The Maximum Acceptance Amount will be determined by the Issuer in its sole and absolute discretion and the Issuer reserves the right to increase or decrease such amount (including with regard to the amount of proceeds raised from the New Notes Offering, which may be more or less than contemplated at the time of announcement of the New Notes Offering).

The Issuer is not making any offer to and will not accept tenders with respect to the Notes held pursuant to Rule 144A under the Securities Act (as defined below).

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"Purpose of the Offer

The purpose of the Offer is, among other things, to proactively manage the Issuer’s expected maturity profile. The Offer also provide Noteholders with the opportunity to sell their current holdings in the Notes, as more fully described in the Tender Offer Memorandum.

Notes purchased by the Issuer pursuant to the Offer will be surrendered to the Issuer for cancellation and will not be re-issued or re-sold. Notes which have not been validly tendered and accepted for purchase pursuant to the Offer will remain outstanding.

The Issuer currently expects that any proceeds raised from the New Notes Offering not used to pay the Purchase Price will be held on balance sheet (in cash or cash equivalents) until applied to repay the untendered or unaccepted Notes which is currently anticipated to be at their stated maturity."

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