Notice to holders of senior unsecured notes issued by Intrum AB (publ) with identifiers (“ISIN”): XS2211136168 / XS2211137059; XS2034925375 / XS2034928122; XS2052216111 / XS2052216202; XS2566292160 / XS2566291865; and XS2093168115; and medium term notes issued by Intrum AB (publ) with identifiers: SE0013105533; SE0013105525; SE0013104080; and SE0013360435
Intrum AB (“Intrum” and together with its subsidiaries, the “Group”) has reached an agreement in principle with revolving credit facility lenders who hold approximately 75.6% of the debt under its revolving credit facility agreement (the “RCF”) (the “RCF Lenders”). This agreement supports an amendment and extension of the RCF in the context of the Recapitalization Transaction previously announced by Intrum on 11 July 2024. The RCF Lenders are expected to imminently sign Intrum’s existing Lock-up Agreement (as amended and restated to cater for the terms agreed with the RCF Lenders), the original key terms of which were announced on 11 July 2024.
This is another significant milestone for the Group as it progresses towards a comprehensive and value maximising Recapitalisation Transaction, which is the right step to significantly improve and strengthen Intrum’s capital structure without impacting the Group’s business relationships, operations, suppliers and employees.
Reference is made to the press releases issued by Intrum AB (“Intrum” and together with its subsidiaries, the “Group”) on 11 July 2024, announcing Intrum’s entry into a binding Lock-up Agreement with certain of its noteholders, and 30 July 2024, announcing that Intrum had extended the Early Bird Consent Fee Deadline under the Lock-up Agreement (together, the “Announcements”). Unless given a different meaning in this announcement, terms defined in the Announcements have the same meaning when used herein.
Revolving Credit Facility Amendment and Extension
The proposed terms of the amendment and extension of the RCF include:
- A reduction of the overall RCF amount from €1.8bn to €1.1bn. This additional headroom is unutilised by the Company and, as such, the reduction is expected to take place in the days following the RCF Lenders accession to the Lock-Up Agreement without any impact on the Group’s liquidity;
- An extension of the term of the RCF to 30 June 2028 (with springing maturity in case of certain covenant breaches);
- A revised margin ratchet of between 3.75% to 2.55% based on the net leverage ratio;
- An upfront fee of 3.93125% payable in cash on the restructuring effective date; and
- Certain amendments to the cash flow waterfall and permitted application of proceeds of New Money Notes (to that set out in the Lock-up Agreement announced on 11 July 2024).
The Company also intends to extend the Early Bird Consent Fee Deadline from 11.59 pm (London time) on 19 August 2024 to 11.59 pm (London time) on 27 August 2024 and the Lock-Up Deadline from 11.59 pm (London time) on 6 September 2024 to 11.59 pm (London time) on 16 September 2024 to provide its noteholders additional time to consider the terms of the RCF.
All terms remain subject to documentation and noteholder consent in accordance with the terms of the Lock-Up Agreement.
Noteholder Support
Intrum encourages all its Noteholders to support the Recapitalisation Transaction and to accede to the Lock-up Agreement. Noteholders may find instructions on how to accede to the Lock-up Agreement by accessing Intrum’s website home page, or by accessing this link: https://www.intrum.com/investors/reports-presentations/lock-up-agreement/. If you experience any issues in accessing these instructions or the website they direct you to, or if your institution’s policies prevent you from completing and lodging documentation online, please contact the Information Agent at the email address below. Noteholders and RCF Lenders will be required to complete and execute an accession letter to the Lock-up Agreement and, in the case of Noteholders, provide evidence of their beneficial holdings to the Information Agent.
The Lock-up Agreement relates to senior unsecured notes and MTNs due 2025–2028 with the following identifiers (“ISIN”): XS2211136168 / XS2211137059; XS2034925375 / XS2034928122; XS2052216111 / XS2052216202; XS2566292160 / XS2566291865; SE0013105533; SE0013105525; SE0013104080; SE0013360435; XS2093168115.
For further information on the Lock-up Agreement and/or the Recapitalisation Transaction, please contact Houlihan Lokey who act as financial advisers to Intrum or PJT Partners who act as financial advisers to the noteholder ad hoc group at the email addresses below.
Contact Details
Kroll Issuer Services (as Information Agent): LD-intrum: intrum@is.kroll.com
Houlihan Lokey (as advisers to Intrum): Project_Indoor_HL@hl.com
PJT Partners (as advisers to the noteholder ad hoc group): Project_Impetus@pjtpartners.com
Media Inquiries:
Brunswick Group (as advisers to Intrum): intrum@brunswickgroup.com
Azadeh Varzi, Partner, Brunswick
Freya Semken, Director, Brunswick
+44 (0) 20 7404 5959
Hedda Söderström, Associate, Brunswick
+46 (8) 410 32 180
intrum@brunswickgroup.com
DISCLAIMERS
This press release was prepared solely for information purposes and should not be construed as a solicitation or an offer to buy or sell securities or related financial instruments. Likewise, it does not provide and should not be treated as providing investment advice. It has no connection with the specific investment objectives, financial situation or needs of any receiver. No representation or warranty, either express or implied, is provided in relation to the accuracy, completeness or reliability of the information contained herein. Recipients should not consider it as a substitute for the exercise of their own judgement. All the opinions expressed herein are subject to change without notice.
No representation, warranty or undertaking, express or implied, is made as to, and no reliance should be placed on, the fairness, accuracy, completeness or correctness of the information or the opinions contained in this press release. Neither the Group nor any of its advisors or representatives shall have any liability whatsoever (in negligence or otherwise) for any loss howsoever arising from any use of this press release or its contents.
This press release may include forward-looking statements. These forward-looking statements can be identified by the use of forward-looking terminology, including the terms as “believe”, “expect”, “anticipate”, “may”, “assume”, “plan”, “intend”, “will”, “should”, “estimate”, “risk” and or, in each case, their negative, or other variations or comparable terminology. These forward-looking statements include all matters that are not historical facts and include statements regarding the Group’s intentions, beliefs or current expectations concerning, among other things, the Group’s plans, objectives, assumptions, expectations, prospects and beliefs and statements regarding other future events or prospects. By their nature, forward-looking statements involve risks and uncertainties because they relate to events and depend on circumstances that may or may not occur in the future. These forward-looking statements reflect the Group’s current expectations, intentions or forecasts of future events, which are based on the information currently available and on assumptions made by the Group.
The forward-looking statements and information contained in this announcement are made as of the date hereof and the Group is under no obligation to update publicly or revise any forward-looking statements or information, whether as a result of new information, future events or otherwise, unless so required by applicable laws. All subsequent written or oral forward-looking statements attributable to the Group, or persons acting on the Group’s behalf, included in but not limited to press releases, reports and other communications, are expressly qualified in their entirety by the cautionary statements contained throughout this press release.