Samhällsbyggnadsbolaget I Norden AB (publ) - Tender Offer (uMDA) - News

Fir Tree Issues Open Letter to Fellow SBB Noteholders Outlining Concerns with Company’s Tender Offer - XS2010032618 - XS2272358024 - XS2010028186 - XS2438632874 - XS1993969515 - XS2597112155 - XS2049823680 - XS2114871945 - XS2271332285 - XS2346224806 - XS2151934978

20 NOVEMBER 2023

Full announcement, including disclaimers and offer/disribution restrictions can be found at Businesswire

"Fir Tree Issues Open Letter to Fellow SBB Noteholders Outlining Concerns with Company’s Tender Offer

Warns That Noteholders May be Waiving and Releasing Their Claims Against SBB Should they Elect to Take Part in the Tender

Demands SBB Immediately Clarify the Ambiguous and Potentially Misleading Language in the Tender Offer

Questions Why SBB Included Hybrid Notes with No Set Maturity Date and Deferrable Interest Payments in the Tender Offer Alongside EMTN Notes

November 20, 2023 07:00 AM Eastern Standard Time

NEW YORK--(BUSINESS WIRE)--Fir Tree Partners (“Fir Tree” or “we”), a meaningful holder of the 2028 Notes and 2029 Notes guaranteed by Samhällsbyggnadsbolaget I Norden Ab (publ) (“SBB” or the “Company”), today issued an open letter to fellow noteholders to outline its concerns with the Company’s tender offer memorandum dated November 16, 2023.

The full text of the letter is below.

November 20, 2023

Dear Fellow Noteholders:

We are writing to share our concerns regarding the tender offer memorandum, dated November 16, 2023 (the “Tender Offer Memorandum”), issued by Samhällsbyggnadsbolaget I Norden Ab (publ) (“SBB” or the “Company”).

Within the Tender Offer Memorandum, the Company has offered to purchase the EUR denominated notes under its EMTN programmes (the “EMTN Notes”) and its EUR denominated subordinated hybrid notes (the “Hybrid Notes”, together with the EMTN Notes, the “Notes”, and a holder thereof, a “Noteholder”) for cash, subject to the terms and conditions contained therein (the “Tender Offer”).

As outlined by the Company, Noteholders that wish to partake in the Tender Offer have been invited to tender their Notes by submitting a tender instruction by November 22, 2023, which will be irrevocable, subject to limited exceptions. The Company, in its sole discretion, may accept or reject any tender submitted by a Noteholder.

Given the complex and convoluted language included in the Tender Offer Memorandum, we believe it is important that all Noteholders understand the potential ramifications of participating in the Tender Offer before making a decision in advance of this week’s deadline.

Noteholders Who Tender May Be Waiving and Releasing All Claims Against SBB

It is important to be aware that by electing to take part in the Tender Offer, you may be waiving and releasing all of your claims against the Company. Based on the language in SBB’s Tender Offer, this may even apply to your Notes that were not submitted for tender and/or were submitted for tender but ultimately not accepted for purchase by SBB. This means that even if SBB does not accept your Notes for purchase under the tender, your rights could still be waived solely based upon your decision to tender.

SBB has drafted (either intentionally or unintentionally) the language within the Tender Offer section titled “Renunciation of title and claims” to be unclear for Noteholders. In a typical tender offer, a reasonable interpretation of the language appearing in this section would be that it is only those notes that are both tendered and accepted for purchase that result in the waiver and release of rights solely with respect to the purchase notes – however, the language in SBB’s Tender Offer does not make this clear.

As a result, we call upon the Company to clarify this point out of an abundance of caution, particularly given that any waiver and release could materially prejudice a Noteholder’s rights to pursue remedies against SBB in relation to an Event of Default.

SBB Appears to Be Devoting its Scarce Resources to Preserving Equity Value, Rather Than Focusing on Near- and Long-Term Senior Obligations

We also question the Company’s rationale in including the Hybrid Notes in the Tender Offer alongside the EMTN Notes. The Hybrid Notes have no maturity date, and interest payments due under these Notes can be deferred indefinitely, as long as the Company refrains from paying dividends.

Given the Company’s limited cash resources and current liquidity concerns, SBB should be focusing exclusively on addressing its near- and longer-term senior obligations. Instead, the Company appears to be committed to devoting its scarce resources to try to preserve equity value by retaining its ability to issue dividends to shareholders. We find this approach of including the Hybrid Notes to be completely unacceptable under the current circumstances.

SBB Did Not Need to Do a Tender Offer in Order to Buy Back Unsecured Bonds

Finally, Noteholders should also be aware that SBB did not need to do a Tender Offer. The Company already had the ability to buy back unsecured bonds through repurchases in the open market. From our perspective, this makes the Tender Offer open to question and leads us to ask: what is the Company’s true motive for offering Noteholders a Tender Offer at this moment in time?

We strongly encourage all Noteholders to consider the concerns outlined above before participating in the Tender Offer.

Sincerely,

Fir Tree Partners

About Fir Tree Partners

Fir Tree was founded in 1994 and is a New York based private investment firm that invests worldwide in public and private companies, real estate and sovereign debt. Fir Tree manages assets on behalf of leading endowments, foundations, pension funds and sovereign wealth funds. Where shareholder engagement could be value-accretive for its investors, Fir Tree follows a Positive Activism® approach in creating, not just identifying, value.

Contacts

Media

Longacre Square PartnersKate Sylvesterksylvester@longacresquare.com"

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SAMHÄLLSBYGGNADSBOLAGET I NORDEN AB (PUBL) ANNOUNCEMENT OF TENDER OFFERS - XS2010032618 - XS2272358024 - XS2010028186 - XS2438632874 - XS1993969515 - XS2597112155 - XS2049823680 - XS2114871945 - XS2271332285 - XS2346224806 - XS2151934978

16 NOVEMBER 2023

Full announcement, including disclaimers and offer/disribution restrictions can be found at Euronext

"Samhällsbyggnadsbolaget i Norden AB (publ) (the "Offeror") announces today its invitations to holders of the outstanding securities set out in the table below, to tender such securities (together, the "Securities" and each series of Securities being a "Series") for purchase by the Offeror for cash at prices to be determined pursuant to a separate unmodified Dutch auction in respect of each Series of Securities, on the terms set out in the tender offer memorandum dated 16 November 2023 (the "Tender Offer Memorandum") prepared by the Offeror and subject to the Transaction Conditions (as defined below) and the other conditions described in the Tender Offer Memorandum. Each Series has, unless otherwise specified below, been issued by the Offeror. The Offers are subject to the offer and distribution restrictions set out below and as more fully described in the Tender Offer Memorandum. Copies of the Tender Offer Memorandum are (subject to offer and distribution restrictions) available from the Tender Agent as set out below. Capitalised terms used in this announcement but not defined have the meanings given to them in the Tender Offer Memorandum.

Summary of the Offers

A summary of certain terms of the Offers appears below:

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Rationale for the Offers

The purpose of the Offers in respect of the Securities is, amongst other things, to proactively manage the Offeror's balance sheet. Simultaneously, the Offers will enable the Offeror to manage its overall wholesale funding level and better optimise its future interest expense.

In September 2023, the Offeror announced that it had agreed to sell approximately 1.16 per cent. of its shareholding in its education subsidiary SBB EduCo AB ("EduCo") to Brookfield Super-Core Infrastructure Partners, and that EduCo would concurrently effect a partial repayment of an inter-company loan to the Offeror (the "EduCo Transaction"). The Educo Transaction is currently expected to complete before the Settlement Date.

The acceptance of Securities for purchase pursuant to the Offers and the settlement of the Offers is conditional upon the successful completion (in the sole determination of the Offeror) of the EduCo Transaction and certain other conditions, all as further described below in "Terms and Conditions of the Offer - Transaction Conditions".

The Offeror intends to use the proceeds received from the EduCo Transaction to fund in part the total purchase consideration for Securities validly tendered and accepted by the Offeror for purchase pursuant to the Offers.

Securities repurchased by the Offeror pursuant to the Offers will be cancelled. Securities which have not been validly tendered and/or accepted for purchase by the Offeror pursuant to the Offers will remain outstanding after the Settlement Date."

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****PREVIOUS OFFERS BELOW****

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ANNOUNCEMENT OF RESULTS

Link to EURONEXT for announcement.

"The Offeror today announces that it will accept for purchase EUR 631,017,100 (with the relevant amounts converted, where applicable, into euro at the Applicable Exchange Rate) in aggregate principal amount of Securities validly tendered pursuant to the Offers."

See announcement for results by ISIN.

Previous launch details below:-

"Samhällsbyggnadsbolaget i Norden AB (publ) (the "Offeror") announces today its invitations to holders of the outstanding securities set out in the [tables] below, to tender such securities (together, the "Securities" and each series of Securities being a "Series") for purchase by the Offeror for cash at prices to be determined pursuant to a separate unmodified Dutch auction in respect of each Series of Securities, on the terms and subject to the conditions set out in the tender offer memorandum dated 9 November 2022 (the "Tender Offer Memorandum") prepared by the Offeror. Each Series has, unless otherwise specified below, been issued by the Offeror. The Offers are subject to the offer and distribution restrictions set out below and as more fully described in the Tender Offer Memorandum.

XS2010032618/XS2272358024/XS2010028186/XS2066041661/XS2124186508/XS2078737306/

XS2000538699/XS2203994517/XS2290558282/XS2050862262/XS2438632874/XS2085870728/

XS1993969515/XS1997252975/XS2461738770/XS2194790429/XS2223676201/XS2275409824

Rationale for the Offers

The purpose of the Offers in respect of the Hybrid Securities is, amongst other things, to proactively manage the Offeror's layer of hybrid capital - through the transaction, the Offeror expects to reduce its hybrid capital portfolio by up to EUR 150,000,000.

The purpose of the Offers in respect of the Senior Securities is, amongst other things, to proactively manage the Offeror's balance sheet."

Full announcement available via Euronext.