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 have today announced certain changes to the group’s financing arrangements.
In accordance with Section 8(c) of the Senior Notes, the board of directors of Holdco A have determined that the acquisition of the remaining portion of the Kantar business will be completed without using the proceeds of the Senior Notes remaining in escrow. Accordingly, Holdco A will redeem and cancel the portion of Senior Notes (such redemption, the “Special Mandatory Redemption”) in proportion equal to the percentage of the proceeds from the issuance of the Senior Notes remaining in escrow, representing an aggregate principal amount of €47.0 million, with such amounts being repaid to holders of the Senior Notes in accordance with the terms thereof. Such portion of the Senior Notes will be redeemed and cancelled on February 17, 2020 (the “Special Mandatory Redemption Date”) at a redemption price equal to 98.612% (representing 100% of the issue price of the Senior Notes) (which amount equals €46,347,640.00), plus accrued and unpaid interest from the issue date of the Senior Notes to, but excluding, the Special Mandatory Redemption Date (such amount of accrued and unpaid interest equalling €1,292,173.61, resulting in an aggregate payment to the holders of Senior Notes of €47,639,813.61 (the “Redemption Price”)). The record date for the Special Mandatory Redemption will be February 14, 2020. After giving effect to the Special Mandatory Redemption, the aggregate principal amount of the Senior Notes outstanding will be €428.0 million. Unless Holdco A defaults in making the payment of the Redemption Price or the Paying Agent (as defined below) is prohibited from making payment of the Redemption Price, interest on those Senior Notes called for redemption shall cease to accrue on and after the Special Mandatory Redemption Date. Elavon Financial Services DAC (the “Paying Agent”), with its address at 5th Floor, 125 Old Broad Street, London EC2N 1AR United Kingdom may be contacted with any queries. The ISINs and Common Codes printed on the Senior Notes are: for the 144A Note: ISIN: XS2067265475, Common Code: 206726547; and for the Regulation S Note: ISIN: XS2067265392, Common Code: 206726539. No representation is made as to the correctness and accuracy of such numbers as listed herein or as printed on the Senior Notes.
Following the issue of a notice of voluntary cancellation, the $230 million Term Loan A made available to Holdco B and Summer (BC) Bidco B LLC (“US Bidco”) will be cancelled in full. A new privately-placed €70 million term loan Facility B1 (EUR) will be established and drawn by Holdco B.
These changes to the group’s capital structure were made possible due to the group’s substantial cash on balance sheet. As previously announced, on December 5, 2019, affiliates of HoldCo B and US Bidco 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.