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Weil advises bondholder AHG on Worldwide Flight Services tender offer

18 JULY 2023 (original release date)


"On 26 April 2023 French air cargo-handling group, Worldwide Flight Services (“WFS”), launched a cash tender offer and consent solicitation via its subsidiary, Promontoria Holding 264 B.V. (the “Issuer”), to buy back all of its outstanding €340m 6.375% Senior Secured Notes due 2027 (the “Euro SSNs”) and $400m 7.875% Senior Secured Notes 2027 (the “USD SSNs”, and together with the Euro SSNs, the “Notes”) – the Notes were trading at 97/98 prior to the launch of the tender offer.


WFS had recently been acquired by Singapore listed SATS Group, which had expressed its intention at the time to refinance the Notes with materially cheaper debt available to the wider group.

The initial tender offer consideration was slightly above 101% (including 3% of early bird tender premium) – however, the Notes were still within their non-call period and the make-whole premium applicable at the time exceeded 106% for each series of Notes."


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Full article available at Weil



(Details of the Offer and results can be seen below)

 

Neptune Holdings 4 B.V. (formerly known as Promontoria Holding 264 B.V.), an indirect subsidiary of SATS Ltd., Announces Final Tender Results of the Offer and the Solicitation


03 JUNE 2023


Full announcement including disclaimers and offer restrictions available via SGX


"Netherlands, June 3, 2023 - Neptune Holdings 4 B.V. (formerly known as Promontoria Holding 264 B.V.) (the “Company”) today announced that the tender offer and consent solicitation (the “Offer”) relating to its outstanding 6⅜% Senior Secured Notes due 2027 (the “Euro Notes”) and 7⅞% Senior Secured Notes due 2027 (the “Dollar Notes” and together with the Euro Notes, the “Notes”) expired at 5:00 p.m. Central European Summer Time, on June 2, 2023 for the Euro Notes and 5:00 p.m. New York City time, on June 2, 2023 for the Dollar Notes (such date, the “Final Tender Date”). The Offer was made pursuant to the Company’s Offer to Purchase and Consent Solicitation Statement dated April 26, 2023 (the “Statement”). Capitalized terms used herein and not defined herein have the meaning given to them in the Statement.


The Company did not receive further tenders of any of its outstanding Notes between the Early Tender Date and the Final Tender Date. The aggregate principal amounts of Euro Notes and Dollar Notes that remain outstanding are €29,643,000 and $8,563,000, respectively.


With reference to the announcements made by the Company on May 18, 2023 and May 30, 2023, given that more than 90% in aggregate principal amount of each of the Euro Notes and the Dollar Notes have been validly tendered and not validly withdrawn prior to the Early Tender Date, the Company had on May 22, 2023 exercised its right to redeem the remaining outstanding Euro Notes and Dollar Notes that have not been validly tendered prior to the Expiration Time (the “Remaining Notes”) on or about June 6, 2023 (the “Redemption Date”) pursuant to and in accordance with the terms and conditions of the applicable series of Notes at a price equal to the applicable Total Consideration (€1,031.88 per €1,000 principal amount of Euro Notes and $1,039.38 per $1,000 principal amount of Dollar Notes), plus accrued and unpaid interest on the Remaining Notes from the last interest payment date for the Remaining Notes to, but excluding, the Redemption Date (the “Clean-up Call”). Following the exercise of the Cleanup Call by the Company, the Notes will be redeemed in full."


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Neptune Holdings 4 B.V. (formerly known as Promontoria Holding 264 B.V.), an indirect subsidiary of SATS Ltd., Announces Settlement of the Notes Tendered prior to the Early Tender Date under the Offer and the Solicitation


30 MAY 2023


Full announcement including disclaimers and offer restrictions available via SGX


"Netherlands, May 30, 2023 – Neptune Holdings 4 B.V. (formerly known as Promontoria Holding 264 B.V.) (the “Company”) announced that it had on May 26, 2023 made payment for €310,357,000 in aggregate principal amount of its 6⅜% Senior Secured Notes due 2027 (the “Euro Notes”), and $391,437,000 in aggregate principal amount of its 7⅞% Senior Secured Notes due 2027 (the “Dollar Notes” and together with the Euro Notes, the “Notes”) validly tendered and accepted for purchase (the “Tendered Notes”) in accordance with the Company’s Offer to Purchase and Consent Solicitation Statement dated April 26, 2023 (the “Statement”), pursuant to which the tender offer and consent solicitation are being made. Capitalized terms used herein and not defined herein have the meaning given to them in the Statement.


The Tendered Notes have been cancelled and, following such cancellation, the aggregate principal amount of Euro Notes and Dollar Notes that remains outstanding is €29,643,000 and $8,563,000, respectively. With reference to the announcement made by the Company on May 18, 2023, given that more than 90% in aggregate principal amount of each of the Euro Notes and the Dollar Notes have been validly tendered and not validly withdrawn prior to the Early Tender Date, the Company has on May 22, 2023 exercised its right to redeem the remaining outstanding Euro Notes and Dollar Notes that have not been validly tendered prior to the Expiration Time (the “Remaining Notes”) on or about June 6, 2023 pursuant to and in accordance with the terms and conditions of the applicable series of Notes at a price equal to the applicable Total Consideration (€1,031.88 per €1,000 principal amount of Euro Notes and $1,039.38 per $1,000 principal amount of Dollar Notes), plus accrued and unpaid interest on the Remaining Notes from the last interest payment date for the Remaining Notes to, but excluding, the redemption date (the “Clean-up Call”). Following the exercise of the Clean-up Call by the Company, the Notes will be redeemed in full."


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Promontoria Holding 264 B.V., an indirect subsidiary of SATS Ltd., Announces Early Tender Results of the Offer and the Solicitation


18 MAY 2023


Full announcement including disclaimers and offer restrictions available via SGX


"Netherlands, May 18, 2023 - Promontoria Holding 264 B.V. (the “Company”) today announced that €310,357,000 in aggregate principal amount (the “Euro Tendered Notes”), or approximately 91.28% of its outstanding 6⅜% Senior Secured Notes due 2027 (the “Euro Notes”), and $391,437,000 in aggregate principal amount (the “Dollar Tendered Notes” and together with the Euro Tendered Notes, the “Tendered Notes”), or approximately 97.86% of its outstanding 7⅞% Senior Secured Notes due 2027 (the “Dollar Notes” and together with the Euro Notes, the “Notes”) were validly tendered and not withdrawn by 5:00 p.m. Central European Summer Time, on May 17, 2023 for the Euro Notes and 5:00 p.m. New York City time, on May 17, 2023 for the Dollar Notes (such date, the “Early Tender Date”), in accordance with the Company’s Offer to Purchase and Consent Solicitation Statement dated April 26, 2023 (the “Statement”), pursuant to which the tender offer and consent solicitation are being made. Capitalized terms used herein and not defined herein have the meaning given to them in the Statement.


The Company has accepted for purchase all Notes validly tendered and not validly withdrawn prior to the Early Tender Date and has elected to exercise its Early Settlement Right. As such, Holders who validly tendered and did not validly withdraw their Notes prior to the Early Tender Date will receive a Total Consideration of €1,031.88 per €1,000 principal amount of Euro Notes and $1,039.38 per $1,000 principal amount of Dollar Notes, tendered and accepted for purchase by the Company, which includes an early tender consideration of €31.88 per €1,000 principal amount of Euro Notes and $39.38 per $1,000 principal amount of Dollar Notes, on or about May 26, 2023 (the “Early Settlement Date”). On the Early Settlement Date, the Company will also pay accrued and unpaid interest on the Notes accepted for purchase from the last interest payment date for the Notes to, but excluding, the Early Settlement Date. The Company’s obligation to pay for the Tendered Notes is subject to the satisfaction or waiver of certain conditions, which are more fully described in the Statement. The Company intends to cancel all Notes purchased by it pursuant to the Offer.


Pursuant to paragraph 5 of the respective Notes, if Holders of not less than 90% in aggregate principal amount of the applicable series of outstanding Notes validly tendered and do not withdraw such applicable series of Notes in connection with any tender offer for the Notes and the Company purchases all of the Notes validly tendered and not withdrawn by such Holders, the Company has the right to redeem the applicable series of Notes that remain outstanding at a price equal to the price offered to each Holder of the applicable series of Notes in such tender offer (the “Clean-up Call”).


Given that more than 90% in aggregate principal amount of each of the Euro Notes and the Dollar Notes have been validly tendered and not validly withdrawn prior to the Early Tender Date, the Company intends to exercise its right to redeem the remaining outstanding Euro Notes and Dollar Notes that have not been validly tendered prior to the Expiration Time (the “Remaining Notes”) on or about June 6, 2023 pursuant to and in accordance with the terms and conditions of the applicable series of Notes at a price equal to the applicable Total Consideration (€1,031.88 per €1,000 principal amount of Euro Notes and $1,039.38 per $1,000 principal amount of Dollar Notes), plus accrued and unpaid interest on the Remaining Notes from the last interest payment date for the Remaining Notes to, but excluding, the redemption date. Following the exercise of the Clean-up Call by the Company, the Notes will be redeemed in full.


The Offer is scheduled to expire at 5:00 p.m. Central European Summer Time, on June 2, 2023 for the Euro Notes and 5:00 p.m. New York City time, on June 2, 2023 for the Dollar Notes (the “Expiration Time”), unless further extended or earlier terminated by the Company in its sole discretion."


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Promontoria Holding 264 B.V., an indirect subsidiary of SATS Ltd., Announces Increase in Tender Offer Consideration and Extension in Certain Dates in connection with the Offer and the Solicitation


12 MAY 2023


Full announcement including disclaimers and offer restrictions available via SGX


"Netherlands, May 12, 2023 - Promontoria Holding 264 B.V. (the “Company”) today announced that it has increased the consideration in respect of its previously announced cash tender offer (the “Offer”) and consent solicitation (the “Solicitation”) in relation to its outstanding 6⅜% Senior Secured Notes due 2027 (the “Euro Notes”) and 7⅞% Senior Secured Notes due 2027 (the “Dollar Notes”, and together with the Euro Notes, the “Notes”), as described below.


Capitalized terms used herein and not defined herein have the meaning given to them in the Company’s Offer to Purchase and Consent Solicitation Statement dated April 26, 2023 (the “Statement”).


The following table sets forth the amended consideration for the Offer and the Solicitation:



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"As of May 11, 2023, (i) €90,248,000 in aggregate principal amount, or 26.54%, of the outstanding Euro Notes and (ii) $60,078,000 in aggregate principal amount, or 15.02%, of the outstanding Dollar Notes, were validly tendered and not withdrawn. The Company has also secured commitments from Holders holding (a) €61,750,000 in aggregate principal amount, or 18.16%, of the outstanding Euro Notes and (b) $285,010,000 in aggregate principal amount, or 71.25%, of the outstanding Dollar Notes to tender their Notes on an irrevocable basis on or prior to the New Early Tender Date on the basis of the amended consideration for the Offer and the Solicitation set forth above.


Taking into account the Notes validly tendered and not withdrawn as of May 11, 2023 and the secured commitments, the Company would have received Consents from $511,001,4171 in aggregate principal amount, or 66.27%, of the outstanding Notes, representing Consents sufficient to effect the Proposed Majority Amendments. The Proposed Majority Amendments will, in substance, eliminate all of the restrictive covenants and certain events of default and related provisions contained in the Indenture. Please refer to the Statement for further details on the Proposed Majority

Amendments."

 

Promontoria Holding 264 B.V., an indirect subsidiary of SATS Ltd., Commences Tender Offer and Consent Solicitation for Any and All of the 6⅜% Senior Secured Notes due 2027 (Rule 144A ISIN: XS2442803669; Regulation S ISIN: XS2442802349) and 7⅞% Senior Secured Notes due 2027 (Rule 144A CUSIP.: 74349MAA4, Regulation S CUSIP.: N7138MAA4; Rule 144A ISIN: US74349MAA45; Regulation S ISIN: USN7138MAA47)


26 APRIL 2023


Full announcement including disclaimers and offer restrictions available via SGX


"Netherlands, April 26, 2023 - Promontoria Holding 264 B.V. (the “Company” or “we”) today announced that it has commenced a cash tender offer (the “Offer”), on the terms and subject to the conditions set forth in the Company’s Offer to Purchase and Consent Solicitation Statement dated April 26, 2023 (the “Statement”), for any and all of its outstanding 6⅜% Senior Secured Notes due 2027 (“Euro Notes”) and 7⅞% Senior Secured Notes due 2027 (“Dollar Notes”, and together with the Euro Notes, the “Notes”), which is available, subject to eligibility and registration, on the Offer and Solicitation Website: https://projects.morrowsodali.com/promontoria. Capitalized terms used herein and not defined herein have the meaning given to them in the Statement. The Company is also soliciting consents (the “Solicitation”) to certain proposed amendments to the indenture governing the Notes to, among other things, eliminate substantially all of the restrictive covenants and certain events of default, and release all of the collateral and guarantees granted for the benefit of holders of the Notes (“Holders”), subject to the conditions set forth in the Statement. The Statement more fully sets forth the terms of the Offer and the Solicitation.


The Notes and other information relating to the Offer and the Solicitation are listed in the table below: "


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