DUBLIN, January 11, 2018 – eircom Holdings (Ireland) Limited (the "Company") today announces that the consent solicitation with respect to eircom Finance DAC's (the "Issuer") €700,000,000 aggregate principal amount of 4.50% Senior Secured Notes due 2022 (ISIN: XS1432395785/ XS1432396080 (RegS/144A)) (the “Notes”) has been successful.
As a result, the Issuer has obtained the required consents necessary to amend (the "Proposed Amendments") and to waive (the "Proposed Waivers") certain provisions of the indenture governing the Notes as set forth in the consent solicitation statement dated January 8, 2018 (the "Consent Solicitation Statement"). The Expiration Time (as such term is defined in the Consent Solicitation Statement) for delivering consents remains January 12, 2018.
The Proposed Amendments and the Proposed Waivers were sought in connection with the acquisition by NJJ Telecom Europe SAS ("NJJ") and its affiliates (including Iliad SA) of a majority stake in eircom Holdco S.A. ("eir"), the indirect parent of the Company, which was announced on December 20, 2017 (the "Acquisition"). Following the consummation of the Acquisition, existing shareholders, funds managed by Anchorage Capital Group, L.L.C. and funds managed by Davidson Kempner Capital Management LP, will retain minority interests in eir.
The adoption of the Proposed Amendments and the Proposed Waivers, with respect to the Notes requires the consents of the holders of at least a majority in principal amount of the Notes then outstanding. A majority of holders of the Notes have submitted their consents prior to the Expiration Time.
On or about January 11, 2018, a supplemental indenture will be entered into containing the Proposed Amendments and the Proposed Waivers and will bind all holders of the Notes, including those that did not give their consent, though non-consenting holders will not receive the consent payment. The Issuer will pay the consent payment for the Proposed Amendments and the Proposed Waivers on January 16, 2018.
This announcement is not a consent solicitation and must be read in conjunction with the Consent Solicitation Statement. If any holder is in any doubt as to the action it should take or is unsure of the impact of the implementation of the proposed amendments, it is recommended to seek its own financial and legal advice, including as to any tax consequences, immediately from its stockbroker, bank, manager, solicitor, accountant or other independent financial or legal adviser.
None of the Issuer, the guarantors under the Indenture, the Solicitation Agent, the trustee under the Indenture, the Information and Tabulation Agent, or any person who controls, or is a director, officer, employee, agent of any such person, or any affiliate of any such person makes any recommendation whether holders of the Notes should consent to the proposed amendments.
This announcement contains certain forward-looking statements with respect to certain of the Issuer's current expectations and projections about future events. These statements, which sometimes use words such as "intend," "proposed," "plan," "expect," and words of similar meaning, reflect management's beliefs and expectations and involve a number of risks, uncertainties and assumptions (including the completion of the transactions described in this announcement) that could cause actual results and performance to differ materially from any expected future results or performance expressed or implied by the forward-looking statement.
Statements contained in this announcement regarding past trends or activities should not be taken as a representation that such trends or activities will continue in the future. The information contained in this announcement is subject to change without notice and, except as required by applicable law, the Issuer assumes no responsibility or obligation to update publicly or review any of the forward-looking statements contained in it. Readers should not place undue reliance on forward-looking statements, which speak only as at the date of this announcement.
In the United Kingdom, this announcement is being distributed to, and is directed at, only (a) persons who have professional experience in matters relating to investments who fall within the definition of "investment professionals" in Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended (the "Order"); (b) high net worth companies, and other persons to whom it may otherwise lawfully be communicated, falling within Article 49(2)(a) to (d) of the Order; or (c) persons to whom an invitation or inducement to engage in an investment activity (within the meaning of Section 21 of the Financial Services and Markets Act 2000) in connection with the issue or sale of any securities may otherwise lawfully be communicated or caused to be communicated (all such persons together being referred to as "relevant persons").
The investments to which this announcement relates are available only to, and any invitation, offer or agreement to subscribe, purchase or otherwise acquire such investments will be available only to or will be engaged in only with, relevant persons. Any person who is not a relevant person should not act or rely on this announcement or any of its contents. Persons distributing this announcement must satisfy themselves that it is lawful to do so.
The distribution of this announcement may be restricted by law. Persons into whose possession this announcement comes should inform themselves about and observe any such restrictions. Any failure to comply with these restrictions may constitute a violation of the securities laws of any such jurisdiction.
For further information, contact:
The Solicitation Agent:
Goldman Sachs International
+44 207 774 9862
Attention: Liability Management Group
The Tabulation Agent:
Lucid Issuer Services
+44 (0)207 704 0880
Attention: Sunjeeve Patel / Alexander Yangaev
Michelle Bennett, Director of Investor Relations, email@example.com
Paul Bradley, Director of Corporate Affairs, Paul.firstname.lastname@example.org