Smurfit Kappa GrpPLC Statement re Launch of Consent Solicitation
13 Février 2018 - 9:00AM
UK Regulatory
TIDMSKG
Smurfit Kappa Announces Consent Solicitation Relating to the
4.875% Senior Notes due 2018 5.125% Senior Notes due 2018
Floating Rate Senior Notes due 2020 4.125% Senior Notes due 2020
and the 3.25% Senior Notes due 2021 (together, the "Notes")
DUBLIN, Ireland - February 13, 2018 - Smurfit Kappa Group plc
("Smurfit Kappa"), announced today that its wholly owned
subsidiary, Smurfit Kappa Acquisitions (the "Issuer"), commenced a
consent solicitation through which the Issuer is soliciting
consents ("Consents") from registered holders ("Holders") of the
Notes (the "Consent Solicitation") to amend certain terms of the
indentures governing the Notes (each, an "Indenture" and, together,
the "Indentures"). The terms and conditions of the Consent
Solicitation are set forth in a consent solicitation statement (as
it may be amended and supplemented from time to time, the "Consent
Solicitation Statement"). Adoption of the proposed amendment with
respect to each Indenture requires the consent of holders of a
majority in principal amount of the Notes outstanding subject to
the Indentures.
The purpose of the Consent Solicitation is to amend the
Indentures so that the Issuer can satisfy all of its reporting
obligations under the Indentures by making available to the trustee
of the Notes such annual reports, information, documents and other
reports that Smurfit Kappa is required to file or publish in
accordance with the requirements applicable to companies listed on
the Irish Stock Exchange or the London Stock Exchange. If
successful, the proposed amendment would align the reporting
requirements under the Notes with the reporting requirements under
the Issuer's 2.375% Senior Notes due 2024, issued on January 24,
2017, and 2.75% Senior Notes due 2025, issued on February 16, 2015.
If the requisite consents are obtained and each respective
Indenture is amended accordingly, the Issuer intends to provide to
the trustee and the holders of the Notes an annual report within
120 days after the end of the Issuer's fiscal year, a semi-annual
report within 60 days of each half-year-end, and a trading update
twice a year following the end of each of the first and third
quarter, each in respect of Smurfit Kappa as currently provided for
in the Indentures.
The Consent Solicitation will expire at 4:00 p.m., London time,
11:00 a.m., New York City time, on February 22, 2018, unless the
Consent Solicitation is extended or terminated by the Issuer (the
"Expiration Date"). The proposed amendment will be effected by way
of supplemental indentures to the relevant Indentures. A Holder may
revoke its Consent with respect to the Notes until the relevant
supplemental indenture becomes effective. If the proposed amendment
becomes effective, it will be binding on all Holders and their
transferees whether or not such Holders have consented to the
proposed amendment.
A Holder of Notes who delivers a valid, unrevoked Consent on or
prior to the Expiration Date will be entitled to a one-time cash
payment (each a "Consent Fee", and together the "Consent Fees") if
the conditions applicable to the Consent Solicitation are satisfied
or waived. The Consent Fee will equal EUR2.50 for each EUR1,000
principal amount of euro-denominated Notes and $2.50 for each
$1,000 principal amount of dollar-denominated Notes. The Consent
Fees are expected to be paid on February 27, 2018.
If the conditions applicable to the Consent Solicitation are not
satisfied or waived, the Issuer may terminate, extend or amend the
Consent Solicitation and the revocation deadlines thereunder with
respect to any or all series of Notes.
The Issuer has retained Citigroup to act as solicitation agent
and Lucid Issuer Services Limited to act as information agent for
the Consent Solicitation. Requests for documents may be directed to
Lucid Issuer Services Limited at +44 (0) 20 7704 0880 or by email
to smurfit@lucid-is.com. Questions regarding the Consent
Solicitation may be directed to Citigroup at +44 20 7986 8969 or by
email to liabilitymanagement.europe@citi.com.
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 Consents of Holders of the Notes
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 Smurfit Kappa, the Issuer, or their respective
subsidiaries or affiliates. The Consent Solicitation is only being
made pursuant to the terms of the Consent Solicitation Statement.
No recommendation is being made as to whether Holders should
consent to the proposed amendment. The Consent Solicitation is not
being made in any jurisdiction in which, or to or from any person
to or from whom, it is unlawful to make such solicitation under
applicable state or foreign securities or "blue sky" laws.
View source version on businesswire.com:
http://www.businesswire.com/news/home/20180213005647/en/
This information is provided by Business Wire
(END) Dow Jones Newswires
February 13, 2018 03:00 ET (08:00 GMT)
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