Senvion Announces Receipt of Required Consents and Early Termination of its Consent Solicitation for its €400 million 3.875% senior secured notes due 2022 (the “Notes”)
- Regulation S Notes: Common Code 160804009, ISIN XS1608040090
- Rule 144A Notes: Common Code 160804475, ISIN XS1608044753
Hamburg, Germany — April 9, 2019 — Senvion Holding GmbH (the “Issuer”) announced today that, pursuant to its previously announced consent solicitation (the “Solicitation”), on April 8, 2019, it had received the consents (the “Consents”) from holders of at least a majority in aggregate principal amount of its outstanding Notes (such Consents, the “Required Consents”) to certain proposed amendments (the “Proposed Amendments”) to the indenture relating to the Notes (the “Indenture”). The purpose of the Proposed Amendments was, among other things, to amend the Indenture to require the instruction from holders of Notes (the “Holders”) of at least a majority in aggregate principal amount of the then outstanding Notes before the Notes can be accelerated following certain Events of Default and the addition of a related Event of Default, as described in more detail in the Issuer’s consent solicitation statement, dated as of April 5, 2019 (as amended on April 8, 2019, the “Consent Solicitation Statement”).
Upon obtaining the Required Consents, the Issuer gave notice to Deutsche Trustee Company Limited (the “Trustee”) that the Required Consents had been received (such time, the “Effective Time”), as a result of which the Proposed Amendments became effective. Promptly following the Effective Time, the Issuer and the Trustee executed a supplemental indenture to the Indenture (the “Supplemental Indenture”) with respect to the Notes, as a result of which the Proposed Amendments became operative.
Since the Effective Time has now occurred, the Issuer and the Trustee have entered into the Supplemental Indenture and the Proposed Amendments have become operative, Holders will no longer be able to revoke their Consents, and each present and future Holder will be bound by the Proposed Amendments whether or not such Holder had delivered a Consent. As a result, the Issuer has decided to terminate the Solicitation early, with immediate effect, and prior to 4:00 p.m., London time, on April 10, 2019, which was the previously announced Expiration Time, and Holders are no longer requested to submit their Consents to the Proposed Amendments. Any Consents submitted after this announcements has been made public will not be counted. As previously announced Holders will not be paid a fee in connection with the Solicitation
This announcement is for information purposes only and does not constitute an offer to purchase Notes, a solicitation of an offer to sell Notes or a Solicitation of Holders and shall not be deemed to be an offer to purchase, a solicitation of an offer to sell or a solicitation of consents with respect to any securities of the Issuer or its affiliates.
Forward Looking Statements
This release includes forward looking statements. Such statements are generally not historical in nature, and specifically include statements about the Issuer’s plans, strategies, business prospects, changes and trends in its business and the markets in which it operates. These statements are made based upon management's current plans, expectations, assumptions and beliefs concerning future events impacting the Issuer and therefore involve a number of risks, uncertainties and assumptions that could cause actual results to differ materially from those expressed or implied in the forward-looking statements, which speak only as of the date of this news release. Consequently, no forward-looking statement can be guaranteed. The Issuer undertakes no obligation to update any forward looking statements to reflect events or circumstances after the date on which such statement is made or to reflect the occurrence of unanticipated events.
Vice President Capital Markets and Public Relations
phone: +44 20 3859 3664
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