Intrum AB (“Intrum” and together with its subsidiaries, the “Group”) is pleased to announce that it has achieved over 66.7% noteholder support, enabling the implementation of its Recapitalization Transaction after productive discussions with noteholders.
Intrum has received confirmation from its Information Agent that noteholders holding more than 66.7% of Intrum’s senior unsecured notes and MTNs due 2025–2028 by value have signed Intrum’s lock-up agreement to support the Group’s refinancing and recapitalisation transaction (the “Recapitalisation Transaction”) (the “Lock-up Agreement”). The original key terms of the Recapitalisation Transaction were announced by Intrum on 11 July 2024 and the terms of the Lock-up Agreement were amended and restated to allow for the accession of certain revolving credit facility lenders (the “RCF”) (the “RCF Lenders”) as announced on 16 August 2024.
This marks a critical milestone as the Recapitalisation Transaction is capable of being implemented with 66.67% noteholder support. Intrum firmly believes the terms of the Recapitalisation Transaction offer the best possible outcome for all stakeholders, by providing a robust capital structure that will support long-term sustainable growth without impacting the Group’s business relationships, operations, suppliers and employees.
Background
Over recent months, Intrum has remained focused on progressing the refinancing process and securing the required noteholder and RCF lender support to implement the Recapitalisation Transaction. Today’s announcement follows Intrum entering into a binding Lock-up Agreement with the majority of noteholders in July 2024, and the amendment and restatement of the existing Lock-up Agreement in August 2024 to facilitate the accession of the RCF Lenders holding approximately 75.6% of the debt under the RCF, which is required in order to implement the Recapitalisation Transaction.
Intrum has simultaneously been actively addressing its leverage and executing on its business strategy to progress towards a capital light business model. Notable achievements include completing a SEK 7.2bn asset sale to Cerberus on 1 July 2024, and signing a binding term sheet for an investment partnership with an affiliate of Cerberus Capital Management, L.P. (“Cerberus”) for future investments in consumer unsecured non-performing loan portfolios, to drive capital light growth on 16 July 2024.
Consent Fees
Under the Lock-up Agreement holders of existing senior unsecured notes subject to the Recapitalisation Transaction who acceded to the Lock-up Agreement on or before 27 August 2024 (the “Early Bird Consent Fee Deadline”) are entitled to receive a fee equal to 0.5% of the principal amount of Eurobonds held by such noteholder (the “Early Bird Consent Fee”) in addition to the Consent Fee (as described below). Intrum has obtained the consent of the Majority Core Noteholder Group to extend the Early Bird Consent Fee Deadline from 11.59 pm (London time) on 27 August 2024 to 11.59pm (London time) on 2 September 2024.
In addition, holders of existing senior unsecured notes subject to the Recapitalisation Transaction who accede to the Lock-up Agreement on or before 11:59pm (London time) on 16 September 2024 (the “Lock-Up Deadline”) will be entitled to receive a fee of 0.5% of the principal amount of Eurobonds held by such noteholder (the “Consent Fee”).
All holders of MTNs subject to the Recapitalisation Transaction, in a particular issuance of MTNs, will be eligible to receive a fee of 0.75% of the principal amount of its debt outstanding under that MTN issuance if at least a majority of MTNs within that issuance consent to taking implementation steps to effect the Recapitalisation Transaction by signing or acceding to the Lock-up Agreement on or before the Lock-Up Deadline.
All holders of MTNs subject to the Recapitalisation Transaction, in a particular issuance of MTNs, will be eligible to receive a further fee of 0.25% of the principal amount of its debt outstanding under that MTN issuance, if at least 90% of MTNs within that issuance consent to taking implementation steps to effect the Recapitalisation Transaction or the MTNs are otherwise subject to a court-based implementation process.
Intrum strongly encourages its remaining noteholders to support the Recapitalisation Transaction and to accede to the Lock-up Agreement as soon as possible.
The above consent fees will be conditional upon the successful completion of the Recapitalisation Transaction.
Next Steps
Under the Lock-up Agreement, the relevant parties will negotiate to agree the implementation process most appropriate to secure the successful implementation of the Recapitalisation Transaction, which may include a consent solicitation and voluntary exchange, an English scheme of arrangement or restructuring plan under Part 26 or Part 26A (respectively) of the English Companies Act 2006, a Chapter 11 process in the United States or a Swedish reorganisation proceeding. Importantly, all implementation options under consideration are purely tools to facilitate the comprehensive implementation of the Recapitalisation Transaction and the implementation process that is chosen may be impacted by the level of noteholder support attained.
The implementation of the Recapitalisation Transaction remains subject to certain conditions, including documentation, obtaining regulatory and third-party clearances, and tax, accounting and certain other customary agreed conditions to closing.
Noteholders and RCF lenders 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; and XS2093168115.
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):
Azadeh Varzi, Partner
Freya Semken, Director
+44 (0) 20 7404 5959
Hedda Söderström, Associate
+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.