MORRISTOWN, New Jersey, July 14, 2014 /PRNewswire/ -- Capsugel (the "Company") today announced that it intends to seek commitments for an additional tranche of term loans under its existing secured credit agreement, in an aggregate principal amount of up to €355.0 million, the proceeds of which are to be used to redeem in full the entire aggregate principal amount outstanding of 9.875% Senior Notes due 2019 (the "Opco Notes") issued by the Company's wholly-owned subsidiary, Capsugel FinanceCo S.C.A. ("Opco"), and to pay applicable premiums and related fees and expenses, as well as for general corporate purposes. On July 2, 2014, the Company issued a redemption notice with respect to the Notes, pursuant to which, we expect to redeem the Opco Notes on August 1, 2014, at a redemption price to 107.406%, or €1,074.06 per €1,000.00, of the aggregate principal amount thereof, plus accrued and unpaid interest in the amount of €49.375 per €1,000.00 of the principal amount of the Opco Notes to, but excluding, the redemption date with proceeds from the new term loans.
In connection with the incremental term loan facility, the Company is seeking to increase the revolving commitments under the credit agreement from $150.0 million to $175.0 million and to extend the maturity of the revolving facility by three years, with a springing maturity to the date that is six months prior to the existing term loan maturity date to the extent the existing term loans are not repaid, refinanced or extended as of such time.
The Company also announced today that it intends to offer an additional $415 million aggregate principal amount of its 7.00%/7.75% senior PIK toggle notes due 2019 (the "New Holdco Notes") under the indenture governing its existing $465 million aggregate principal amount of 7.00%/7.75% senior PIK toggle notes due 2019 (the "Existing Holdco Notes"). The New Holdco Notes will have substantially identical terms as the Existing Holdco Notes and will constitute the same series of securities for purposes of the indenture.
In connection with the New Holdco Notes offering, the Company intends to solicit consents from holders of the Existing Holdco Notes to approve an amendment to the indenture to allow the Company to make a one-time dividend or other distribution to holders of the Company's capital stock.
The New Holdco Notes have not been registered under the Securities Act of 1933, as amended (the "Securities Act"), and, unless so registered, may not be offered or sold in the United States absent registration or an applicable exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and other applicable securities laws. This press release shall not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of the Notes in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction.
Forward-Looking Statements
This press release includes certain disclosures which contain "forward-looking statements." You can identify forward-looking statements because they contain words such as "believes" and "expects." Forward-looking statements are based on the Company's current expectations and assumptions. Because forward-looking statements relate to the future, they are subject to inherent uncertainties, risks and changes in circumstances that may differ materially from those contemplated by the forward-looking statements, which are neither statements of historical fact nor guarantees or assurances of future performance.
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