Summer (BC) Holdco B S.à r.l.
€1,000.0 million 5.750% Senior Secured Notes due 2026 (the “Senior Secured Notes”)
(144A Note: ISIN: XS2067265129, Common Code: 206726512
Regulation S Note: ISIN: XS2067263850, Common Code: 206726385)
Summer (BC) Holdco A S.à r.l.
€428.0 million 9.250% Senior Notes due 2027 (the “Senior Notes”)
(144A Note: ISIN: XS2067265475, Common Code: 206726547
Regulation S Note: ISIN: XS2067265392, Common Code: 206726539)
Announcement regarding Special Mandatory Redemption and capital structure
Summer (BC) Holdco B S.à r.l. (“Holdco B”), as issuer of its Senior Secured Notes, and Summer (BC) Holdco A S.à r.l. (“Holdco A”), as issuer of its Senior Notes, hereby announce the completion earlier this week of the Special Mandatory Redemption of €47,000,000 in principal amount of the Senior Notes.
Following this and other recent transactions, the group now has the following term debt outstanding: (i) €1,000,000,000 in aggregate principal amount of Senior Secured Notes the proceeds of which have been fully released from escrow, (ii) $280,000,000 in US dollar-denominated term loan Facility B (USD); (iii) $70,000,000 in US dollar-denominated term loan Facility B1 (USD), which will be consolidated with the Facility B (USD) on the last day of its current interest period; (iv) €725,000,000 in euro-denominated term loan Facility B (EUR); (iv) €70,000,000 in euro-denominated term loan Facility B1 (EUR), which will be consolidated with the Facility B (EUR) on the last day of its current interest period; and (iv) €428,000,000 in aggregate principal amount of Senior Notes the proceeds of which have been fully released from escrow. To fund its working capital and other general corporate purposes, the group has drawn a €55,000,000 loan and a $15,000,000 loan under its Revolving Credit Facility. The group’s aggregate cash and cash equivalents as at 31 December 2019, pro forma for: (i) the deferred acquisition of the remaining entities of the Kantar business, including the payment of the estimated purchase price and other costs associated with such acquisition; and (ii) the drawing of the €70,000,000 Facility B1 (EUR), is estimated to be in excess of $275,000,000.
As previously announced, on December 5, 2019, affiliates of Holdco B and Summer (BC) Bidco B LLC completed the acquisition from WPP plc of entities representing approximately 92% of the 2018 EBITDA of the Kantar business. It is intended that the remaining portion of the Kantar business will be acquired in the first half of 2020.
This announcement contains certain forward-looking statements with respect to certain of our current expectations and projections about future events. These statements reflect management's beliefs and expectations and involve a number of risks, uncertainties and assumptions that could cause actual outcomes to differ materially from any expected future outcomes expressed or implied by the forward-looking statement. The information contained in this announcement is subject to change without notice and, except as required by applicable law, we do not assume any 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. References in this announcement to the group’s outstanding debt do not include local or operational banking facilities or liabilities under IFRS 16.