Avanti Communications Group plc (AIM: AVN.L) (the 'Company' or 'Avanti') announces that, further to the announcement made on 28 March 2019, it is considering a variety of financing options that would result in additional capital borrowed in the form of super senior debt including in the form of a new 1.5 lien facility (the 'New Facility'). The New Facility would be senior as to priority of enforcement proceeds relative to the 9%/9% Senior Secured Notes due 2022 (the 'Notes') and junior to the existing super senior debt. If the Company puts in place the New Facility, the holders of the Notes (the 'Holders') will be offered the right to become lenders under the New Facility in the amount proportionate to their holdings of the Notes.
Pursuant to this initiative, Avanti announces that it has commenced a consent solicitation (the 'Consent Solicitation') to all Holders of the Notes in order to, inter alia, give the Company the ability to raise additional capital borrowed in the form of super senior debt including in the form of the New Facility (the 'Proposed Indenture Amendments'). Approval of the Proposed Indenture Amendments requires consent from Holders representing at least 60% in aggregate principal amount of the then outstanding Notes. The 'Record Date' for the Consent Solicitation is 5:00 p.m., New York City time, on May 8, 2019.
If the New Facility is utilized, in order to provide for the priority of payment of enforcement proceeds so that amounts under the existing super senior debt are senior in right of payment to these proceeds to the New Facility and the New Facility is senior as to these enforcement proceeds to the Notes, the Company is also seeking certain amendments (the 'Proposed ICA Amendments' and together with Proposed Indenture Amendments, the 'Proposed Amendments') under the intercreditor agreement dated January 29, 2017, as amended, restated and supplemented from time to time, among, inter alios, the Company, The Bank of New York Mellon, London Branch, as trustee, and the Security Agents (the 'ICA') and will therefore direct the Trustee and the Security Agents to execute an ICA amendment to introduce a new class of '1.5 Lien' indebtedness upon request of the Company. Approval of the Proposed ICA Amendments requires consent from Holders representing at least 90% in aggregate principal amount of the then outstanding Notes.
As of the date hereof, Holders representing over 60% of the outstanding Notes have indicated that they will validly deliver (and not revoke) their consent to the Proposed Amendments. Approval of the Proposed Indenture Amendments is not contingent upon approval of the Proposed ICA Amendments.
The Notes were issued under an indenture, dated as of January 26, 2017, as amended, restated and supplemented as of the date hereof, among, inter alios, the Company, certain subsidiaries of the Company, as guarantors, and the Trustee.
The terms and conditions of the Consent Solicitation are set forth in a Consent Solicitation Statement and accompanying Letter of Consent, each dated as of the date hereof. Copies of the Consent Solicitation Statement and accompanying Letter of Consent may be obtained from D.F. King & Co.,
Inc., the Information and Tabulation Agent for the Consent Solicitation, at +1 (800) 714-3306 (toll free), +1 (212) 269-5550 (collect) or by email to: firstname.lastname@example.org.
The Consent Solicitation (as defined herein) will expire at 5:00 p.m., New York City time, on May 14, 2019, unless extended or earlier terminated by the Company in its sole discretion (such date and time, as the same may be extended, the 'Expiration Time').
Any Holders whose properly delivered Letters of Consent are received by the Information and Tabulation Agent at or prior to the Expiration Time and not revoked prior to the Revocation Time will be eligible to receive a consent payment of $0.05 per $1,000 principal amount of Notes (the 'Consent Payment'), to be paid in cash on the Settlement Date.
Subject to applicable law, the Consent Solicitation may be abandoned or terminated for any reason at any time, including after the applicable Expiration Time (as defined herein) and prior to the applicable Proposed Amendments becoming operative, in which case any consents received will be voided and, where applicable, no applicable Consent Payment will be paid.
Terms used but not defined in this press release have the meaning given to them in the Consent Solicitation.
This announcement contains inside information for the purposes of Article 7 of Regulation (EU) No 596/2014 ('MAR'). Upon the publication of this announcement, the inside information is now considered to be in the public domain for the purposes of MAR.
For further information, please contact:
Tel: +44 (0)207 749 1600
Max Hartley/Katy Birkin
Tel: +44 207 397 8900
Tel: +44 20 3757 6883
This announcement may contain forward-looking statements regarding future events or the future financial performance of Avanti. You can identify forward looking statements by terms such as 'expect', 'believe', 'estimate', 'anticipate', 'intend', 'will', 'could', 'may', or 'might', the negative of such terms or other similar expressions. These forward-looking statements include matters that are not historical facts and statements regarding Avanti's intentions, beliefs or current expectations concerning, among other things, the expected outcome of the Consent Solicitation. 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. Avanti cautions you that forward-looking statements are not guarantees of future performance and that Avanti's actual results may differ materially from those described in or suggested by the forward-looking statements contained in this announcement. In addition, even if Avanti's results are consistent with the forward-looking statements contained in this announcement, those results or developments may not be indicative of results or developments in future periods. Avanti does not intend to update these statements to reflect events and circumstances occurring after the date hereof or to reflect the occurrence of unanticipated events. Many factors could cause the actual results to differ materially from those contained in forward-looking statements of Avanti, including, among others, general economic conditions, the competitive environment and the many other risks specifically related to Avanti and its operations, including those discussed in this announcement.
This announcement is for information purposes only and is not intended to, and does not, constitute or form part of any offer, invitation or the solicitation of an offer to purchase, otherwise acquire,subscribe for, sell or otherwise dispose of, any securities whether pursuant to this announcement or otherwise. The terms of the Consent Solicitation are contained in the relevant Consent Solicitation Statement and accompanying Letter of Consent and related documents. Questions concerning the Consent Solicitation should be directed to D.F. King & Co., Inc., the Information and Tabulation Agent, at +1 (800) 714-3306 (toll free), +1 (212) 269-5550 (collect) or by email to: email@example.com.
The distribution of this announcement in jurisdictions outside the United Kingdom may be restricted by law and therefore persons into whose possession this announcement comes should inform themselves about, and observe such restrictions. Any failure to comply with the restrictions may constitute a violation of the securities law of any such jurisdiction.
In particular, this announcement is not an offer of securities for sale in the United States. Securities may not be offered or sold in the United States absent registration or an exemption from registration under the United States Securities Act of 1933. Any securities mentioned herein have not been and will not be registered under the United States Securities Act of 1933, and no public offering will be made in the United States.