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LOCK AS: LOCK AS COMMENCES CONSENT SOLICITATION FOR ITS SENIOR SECURED FLOATING RATE NOTES DUE 2020 AND ITS 7% SENIOR SECURED NOTES DUE 2021
EUR100,000,000 Senior Secured Floating Rate Notes due 2020. Regulation S Notes: Common Code 113610611 / ISIN Number XS1136106116. Rule 144A Notes: Common Code 113610514 / ISIN Number XS1136105142
EUR150,000,000 7% Senior Secured Notes due 2021. Regulation S Notes: Common Code 113610689 / ISIN Number XS1136106892. Rule 144A Notes: Common Code 113610654 / ISIN Number XS1136106546
OSLO, Norway, December 17, 2014 - Lock AS (the " ") today announced the commencement of a solicitation (the " ") of consents (the " ") upon the terms and subject to the conditions set forth in a consent solicitation statement (as it may be amended or supplemented from time to time, the " "), dated as of December 17, 2014, to certain proposed amendments (the " ") to the indenture dated November 7, 2014 and as amended and supplemented from time to time (the " "), among the Issuer, Deutsche Trustee Company Limited, as Trustee (the " "), Deutsche Bank AG, London Branch, as Principal Paying Agent (the " ") and Calculation Agent (the " ") and Deutsche Bank Luxembourg S.A., as Registrar (the " ") and Transfer Agent (the " "), pursuant to which the Issuer's EUR150,000,000 aggregate principal amount of euro-denominated 7% Senior Secured Notes due 2021 (the " ") and EUR100,000,000 aggregate principal amount of euro-denominated Senior Secured Floating Rate Notes due 2020 (the " " and, together with the Euro Fixed Rate Notes, the " ") were issued and (ii) the Temporary Notes Escrow Agreement (as defined in the Consent Solicitation Statement).
On November 7, 2014, the Issuer issued the Notes, in part, to fund the acquisition of a collection unit from a Spanish Bank (the " "), as previously disclosed. Pursuant to the Indenture, in the event the consummation of the Spanish Acquisition and the conditions for the release set forth in the Temporary Notes Escrow Agreement (as defined in the Consent Solicitation Statement) do not occur on or prior to January 4, 2014 (the " "), the Issuer is required to redeem the remaining outstanding principal amount of the Notes at a price equal to 100% of the issue price of the Euro Fixed Rate Notes or the Euro Floating Rate Notes, as the case may be, plus accrued and unpaid interest and additional amounts, if any, on such Notes from November 7, 2014 to the date of redemption.
While all other approvals (including anti-trust) have been granted, the completion of the Spanish Acquisition remains subject to, among other things, the approval of the Spanish Ministry of Economics. Although we believe that the approval will ultimately be obtained, the approval process has taken longer than originally anticipated. Pursuant to the Consent Solicitation Statement, the Issuer is seeking the consent of Holders of the Notes to amend the definition of Temporary Notes Escrow Longstop Date in each of the Indenture and the Temporary Notes Escrow Agrement from January 4, 2015 to March 4, 2015.
The Proposed Amendments will be effected by a supplemental indenture to the Indenture, as described in more detail in the Consent Solicitation Statement. The Solicitation will expire at 6:00 p.m., London time, on December 23, 2014, unless extended. If the required Consents have not been received prior to the expiration time, the Issuer may, in its sole discretion, terminate the Solicitation or extend the Solicitation for a specified period or on a daily basis until the required Consents have been received. The Solicitation is subject to the satisfaction of certain customary conditions, including: (i) the receipt of the required Consents prior to the expiration time; and (ii) the execution and delivery of the supplemental indenture by,
, the Issuer and the Trustee. If these conditions are satisfied, the Issuer will pay to all holders of Notes who delivered a valid consent prior to the expiration time a cash consideration of EUR2.50 for each EUR1,000 principal amount of Notes as soon as practicable after the expiration time, such consent payment will not be payable in the event that the Spanish Acquisition is consummated on or prior to January 4, 2015. If the expiration time is extended, the Issuer will announce the new payment date in the public announcement which announces the new expiration time.Holders of Notes may revoke Consents at any time prior to the date on which the supplemental indenture effecting the Proposed Amendments is executed, which is expected to be promptly following the receipt of the requisite Consents. If the requisite Consents are received prior to the expiration time, the Proposed Amendments will be promptly adopted. If the Proposed Amendments become effective, the Proposed Amendments will be binding on all holders and their transferees whether or not such holders have consented to the Proposed Amendments. In the event the requisite Consents are not obtained prior to the expiration time, any other condition set forth in the Consent Solicitation Statement is not satisfied or waived or the Solicitation is terminated, no payment will be made to any holders of Notes and the Proposed Amendments will not become operative.
The Issuer has retained Goldman Sachs International to act as solicitation agent and Lucid Issuer Services Limited to act as tabulation and information agent for the Solicitation. Questions regarding the Solicitation may be directed to Goldman Sachs International at +44 (0) 207 774 9862 (liabilitymanagement.eu@gs.com). Requests for documents relating to the Solicitation may be directed to Lucid Issuer Services Limited at +44 (0) 207 704 0880 (lindorff@lucid-is.com). The Consent Solicitation Statement also addresses certain U.S. federal income tax consequences. Holders should seek their own advice based on their particular circumstances from an independent tax advisor.
This press release is for informational purposes only and the Solicitation is only being made pursuant to the terms of the Consent Solicitation Statement. The Solicitation is not being made to, and Consents are not being solicited from, holders of Notes in any jurisdiction in which it is unlawful to make such Solicitation or grant such Consent. None of the Issuer, the Trustee, the Security Agent, the Paying Agent, the solicitation agent or the information and tabulation agent or any other person makes any recommendation as to whether or not holders should deliver Consents. Each holder must make its own decision as to whether or not to deliver Consents.
No offer of securities
This announcement is for information purposes only and does not constitute an offer to sell or issue or the solicitation of an offer to buy or subscribe for securities in the United States or any other jurisdiction. This announcement is not a public offering in France or an offer of securities to the public in any European Economic Area member state that has implemented directive 2003/71/EC.
The distribution of this announcement in certain jurisdictions may be restricted by law. Persons into whose possession this announcement conies are required to inform themselves about, and to observe, any such restrictions.
Cautionary Statement Regarding Forward-Looking Statements
This press release includes forward-looking statements. All statements, other than statements of historical fact, included in this press release regarding our financial condition or regarding future events or prospects are forward-looking statements. The words "aim," "anticipate," "believe," "continue," "estimate," "expect," "future," "help," "intend," "may," "plan," "shall," "should," "will" or the negative or other variations of them as well as other statements regarding matters that are not historical fact, are or may constitute forward-looking statements. We have based these
forward-looking statements on management's current view with respect to future events and financial performance. These views reflect the best judgment of our management but involve a number of risks, uncertainties and assumptions. Should one or more of these risks or uncertainties materialize, or should underlying assumptions prove incorrect, actual results may differ materially from those predicted in our forward-looking statements and from past results, performance or achievements. All forward-looking statements contained in this press release are qualified in their entirety by this cautionary statement. We do not intend to update or revise any forward-looking statements whether as a result of new information, future events or otherwise. All subsequent written or oral forward-looking statements attributable to us, or persons acting on our behalf, are expressly qualified in their entirety by the cautionary statements contained throughout this press release. As a result of these risks, uncertainties and assumptions, you should not place undue reliance on these forward-looking statements.
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