October 2, 2024. 6:30 pm CEST. Belron UK Finance plc (the “Issuer”), a subsidiary of Belron Group, SCA (the “TopCo,” together with its subsidiaries, the “Group”), today announced the successful pricing of an offering (the “Offering”) of €850.0 million in aggregate principal amount of euro-denominated 4⅝% senior secured notes due 2029 (the “EUR Notes”) and $1,115.0 million in aggregate principal amount of U.S. dollar denominated 5¾% senior secured notes due 2029 (the “USD Notes,” together with the EUR Notes, the “Notes”) at par. The Offering is expected to close on October 16, 2024 (the “Closing Date”), subject to customary closing conditions.
The Issuer also anticipates the signing of definitive documentation that would permit the Issuer to borrow €6,250 million (equivalent) in aggregate principal amount of indebtedness on the Closing Date under a new euro-denominated incremental term loan facility (the “New EUR Term Loan Facility”) and a U.S. dollar denominated incremental term loan facility (the “New USD Term Loan Facility”, together with the New EUR Term Loan Facility, the “New Term Loan Facilities” and, such borrowings thereunder, when taken together with the gross proceeds of the Offering of the Notes, the “Senior Secured Financing”). The New Term Loan Facilities will be established under the existing senior facilities agreement dated November 7, 2017, as amended and restated from time to time.
The gross proceeds of the Senior Secured Financing will be used to (i) refinance borrowings under the Group’s existing term loan facilities, (ii) fund a distribution to shareholders of Topco and (iii) pay certain fees and expenses incurred in connection with the transactions.
* * *
The Offering of the Notes is being made by means of an offering memorandum. This announcement does not constitute an offer to sell or the solicitation of an offer to buy the Notes or any other security and shall not constitute an offer, solicitation or sale in the United States or in any jurisdiction in which, or to any persons to whom, such offering, solicitation or sale would be unlawful.
The Notes and the related guarantees have not been, and will not be, registered under the U.S. Securities Act of 1933, as amended (the “Securities Act”) or the securities laws of any state or other jurisdiction of the United States, and may not be offered or sold within the United States, or to, or for the account or benefit of, U.S. persons, except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and applicable state or local securities laws. Accordingly, the Notes and the related guarantees are being offered and sold in the United States only to Persons reasonably believed to be qualified institutional buyers in accordance with Rule 144A under the Securities Act and to non-U.S. persons outside the United States in accordance with Regulation S under the Securities Act. There is no assurance that the Offering will be completed or, if completed, as to the terms on which it will be completed.
Promotion of the Notes in the United Kingdom is restricted by the Financial Services and Markets Act 2000 (the “FSMA”), and accordingly, the Notes are not being promoted to the general public in the United Kingdom. This announcement is only addressed to and directed at persons who (i) are outside the United Kingdom, (ii) have professional experience in matters relating to investments (being investment professionals falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended (the “Financial Promotion Order”)), (iii) fall within Article 49(2)(a) to (d) (“high net worth companies, unincorporated associations, etc.”) of the Financial Promotion Order, or (iv) to the extent that doing so does not prejudice the lawful distribution of the announcement to the foregoing, are persons to whom an invitation or inducement to engage in investment activity (within the meaning of section 21 of the FSMA) in connection with the issue or sale of any Notes may otherwise lawfully be communicated or caused to be communicated (all such persons together being referred to as “relevant persons”). The Notes will only be available to relevant persons and this announcement must not be acted on or relied on by anyone who is not a relevant person.
In connection with any issuance of the Notes, a stabilizing manager (or any person acting on behalf of such stabilizing manager) may over-allot the Notes during the stabilization period or effect transactions with a view to supporting the market price of the Notes at a level higher than that which might otherwise prevail. However, there is no assurance that the stabilizing manager (or any person acting on behalf of the stabilizing manager) will undertake stabilization action. Any stabilization action may begin on or after the date on which adequate public disclosure of the terms of the offer of the Notes is made and, if begun, may be ended at any time, but it must end no later than the earlier of 30 calendar days after the issue date of the Notes and 60 calendar days after the date of the allotment of the Notes. Any stabilization action or over-allotment must be conducted by the stabilizing manager (or person acting on behalf of the stabilizing manager) in accordance with all applicable laws and rules.
This announcement contains certain forward-looking statements with respect to certain of the Issuer’s current expectations and projections about future events. Words such as “believe,” “anticipate,” “estimate,” “target,” “potential,” “expect,” “intend,” “predict,” “project,” “could,” “should,” “may,” “will,” “plan,” “aim,” “seek” and similar expressions are intended to identify forward‑looking statements, but are not the exclusive means of identifying such statements. The forward-looking statements contained in this announcement are largely based on the Issuer’s expectations, which reflect estimates and assumptions made by our management. These estimates and assumptions reflect the Issuer’s best judgment based on currently known market conditions and other factors. All readers are cautioned that the forward-looking statements contained in this announcement are not guarantees of future performance, and the Issuer cannot assure any reader that such statements will be realized or the forward-looking events and circumstances will occur. By their very nature, forward-looking statements involve inherent risks and uncertainties, both general and specific, many of which are beyond the Issuer’s control. You should be aware that a number of important factors could cause actual results to differ materially from the plans, objectives, expectations, estimates and intentions expressed in such forward-looking statements. These factors include the Group’s ability to comply with certain competition and anti-trust laws, the Group’s exposure to risks related to market trends and technology changes, the Group’s responsiveness to competition within the vehicle glass repair, replacement and recalibration market, the Group’s exposure to risks relating to changes in the insurance industry, the Group’s ability to respond to conditions in the global economy and political conditions, the Group’s exposure to various risks related to legal proceedings or claims, the Group’s ability to attract and retain key management and other personnel, the Group’s ability to retain key suppliers, the Group’s exposure to occupational health and safety related risks, the Group’s ability to comply with changes in laws and regulations governing repair of motor vehicles, the Group’s ability to navigate events that negatively impact the reputation of the Group’s brands, the Group’s ability to compensate for factors outside the Group’s control, such as vehicle speed and miles driven and unpredictable weather conditions, the Group’s exposure to risks associated with the Group’s international operations, the Group’s exposure to risks from workforce disruptions, labor laws and regulations governing labor standards and practices, the Group’s ability to pursue and execute acquisitions and to successfully integrate acquired businesses, the Group’s exposure to additional risks as a result of expansion into new geographic markets, the Group’s exposure to risks related to IT, cybersecurity and personal data, the Group’s ability to adequately protect the Group’s intellectual property and know-how, the Group’s exposure to risks in connection with violations of anti‑corruption laws and sanctions or other similar regulations, the Group’s ability to achieve the expected benefits of the Group’s “Fit for Growth” program and other initiatives, the Group’s exposure to risks relating to the Group’s franchises, the Group’s exposure to credit and market risks arising from foreign currency exchange rates, commodity prices, interest rates and related hedging activities, the Group’s ability to navigate unfavorable conditions in the capital and credit markets and political uncertainty, the effectiveness of the Group’s risk management, internal controls and compliance processes, the Group’s exposure to additional tax liabilities as a result of the Group’s operations in various countries, the Group’s exposure to risks related to the EU Pillar Two directive and the Group’s exposure to high leverage and debt service obligations. The preceding list of factors is not exhaustive. New risks can emerge from time to time, and it is not possible for the Issuer to predict all such risks, nor can the Issuer assess the impact of all such risks on the Issuer’s business or the extent to which any risks, or combination of risks and other factors, may cause actual results to differ materially from those contained in any forward-looking statements. Given these risks and uncertainties, you should not rely on forward-looking statements as a prediction of actual results. The information contained in this announcement is subject to change without notice and, except as required by applicable law, neither the Issuer nor the stabilizing manager assumes any responsibility or obligation to update publicly or review any of the forward-looking statements contained in it. Readers should not place undue reliance on forward-looking statements, which speak only as at the date of this announcement.
Manufacturer target market (MIFID II product governance; UK MiFIR product governance) is eligible counterparties and professional clients only (all distribution channels). No PRIIPs or UK PRIIPs key information document (KID) has been prepared as not available to retail investors in EEA or the United Kingdom, respectively.