Not for release, publication or distribution, directly or indirectly, in the United States of America (or for the account or benefit of “U.S. persons” as defined in Regulation S under the U.S. Securities Act of 1933), Canada, Australia or Japan or in any other jurisdiction where to do so would be unlawful.
PRESS RELEASE – KEDRION ANNOUNCES PRICING OF SENIOR SECURED NOTES AND A NEW CREDIT FACILITIES AGREEMENT
Milan/Lucca, 29 April 2021 – Kedrion S.p.A. (the “Company”) announces that it has priced its €410 million aggregate principal amount of senior secured notes due 2026 (the “Notes”).
The Notes will be issued on or around 6 May 2021, subject to customary conditions, at an issue price of 100%. The Company will pay interest semi-annually on the Notes at a rate equal to 3.375% per annum. The Notes will mature on 15 May 2026.
Within 30 days from the issue date, the Notes will be (i) guaranteed on a senior secured basis by the Company’s subsidiaries Kedrion Biopharma Inc. and Kedplasma LLC and (ii) secured by security interests granted on an equal and ratable first-priority basis over the following property, rights and assets: (i) 95.5% of the issued share capital of Kedrion Biopharma Inc.; (ii) a pledge by each of Kedrion Biopharma Inc. and Kedplasma LLC on their respective tangible and intangible assets, including a pledge by the Kedrion Biopharma Inc. of the equity it holds in Kedplasma LLC (each subject to certain exclusions and limitations); and (iii) the assignment by way of security (or pledge) over receivables by and between the Issuer or a Guarantor and the Issuer’s Restricted Subsidiaries under certain material intercompany loans. The guarantor and security package benefiting the Notes will also be extended on an equal and ratable basis to the Company’s existing 3.000 per cent. notes due July 2022 (the “Existing Notes”).
The proceeds from the offering of the Notes will be applied to (i) the repayment of indebtedness under certain of the Company’s existing credit facilities, (ii) fund the purchase of up to €150 million of the Existing Notes pursuant to the tender offer announced by the Company on 23 April 2021 and (iii) pay related fees and expenses.
Application will be made to list the Notes on the Official List of Euronext Dublin and to admit the Notes to trading on the Global Exchange Market thereof from the date of issuance.
BNP Paribas and J.P. Morgan AG are acting as joint physical bookrunners and joint global coordinators in connection with the offering, and Crédit Agricole Corporate and Investment Bank, Intesa Sanpaolo S.p.A., Mediobanca—Banca di Credito Finanziario S.p.A., Naxitis and UniCredit Bank AG are joint bookrunners.
In addition, the Company announces that it has entered into a new €240 million credit facilities agreement (the “Credit Facilities Agreement”). The Credit Facilities Agreement includes two term loan facilities maturing in 2026 in an aggregate amount of €140 million, and two revolving credit facilities in an aggregate amount of €100 million. Indebtedness under the Credit Facilities Agreement will rank pari passu with the Notes, and will benefit from the same guarantor and security package. Utilizations under the Credit Facilities Agreement are subject to the issuance of the Notes. The proceeds from the Credit Facilities Agreement will be used to refinance a portion of the Existing Notes and for general corporate purposes.
This press release does not constitute an offer to sell securities in the United States of America. The Notes will be offered only to qualified institutional buyers pursuant to Rule 144A and outside the United States pursuant to Regulation S under the U.S. Securities Act of 1933, as amended (the “Securities Act”), subject to prevailing market and other conditions. There is no assurance that the offering will be completed or, if completed, as to the terms on which it is completed. The securities mentioned herein have not been and will not be registered under the Securities Act, as amended (the “Securities Act”) or under any other securities laws of any state of the United States of America or in Australia, Canada or Japan, or in any other jurisdiction in which such offer or solicitation is subject to the approval of the local authorities or would, in any event, be unlawful.
In Member States of the European Economic Area (the “EEA”), this release is only intended for and may only be addressed to persons classified as “qualified investors” (the “Qualified Investors”) pursuant to article 2(e) of Regulation (EU) 2017/1129.
This release does not constitute an offer to sell or a solicitation to purchase financial instruments. No action has been or will be taken to allow a public offering of the bonds in any jurisdiction, including Italy. This release (and the information contained herein) may not be published or distributed, directly or indirectly, in the United States of America, or in Australia, Canada or Japan, or in any other country in which such publication or distribution would be subject to the approval of the local authorities or would, in any event, be unlawful.
This release may include projections and other “forward-looking” statements within the meaning of applicable securities laws. Any such projections or statements reflect the current views of the Company about future events and financial performance. The use of any of the words “expect,” “anticipate,” “continue,” “will,” “project,” “should,” “believe,” “plans,” “intends” and similar expressions are intended to identify forward-looking information or statements. Although the Company believes that the expectations and assumptions on which such forward-looking statements and information are reasonable, undue reliance should not be placed on the forward-looking statements and information because the Company can give no assurance that such statements and information will prove to be correct. Since forward-looking statements and information address future events and conditions, by their very nature they involve inherent risks and uncertainties.
The forward-looking statements and information contained in this release are made as of the date hereof and the Company undertakes 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 securities laws. Within the United Kingdom, this announcement is directed only at persons having professional experience in matters relating to investments who fall within the definition of “investment professionals” in Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (“relevant persons”). The investment or investment activity to which this announcement relates is only available to and will only be engaged in with relevant persons and persons who receive this announcement who are not relevant persons should not rely or act upon it.
MiFID II professionals/ECPs-only / No PRIIPs KID – Manufacturer target market (MIFID II product governance) is eligible counterparties and professional clients only (all distribution channels). No PRIIPs key information document (KID) pursuant to Regulation (EU) 1286/2014 (the “PRIIPS Regulation”) has been prepared as the offer is not addressed to retail investors.