UTRECHT, The Netherlands, July 9, 2012 /PRNewswire/ --
Stork Technical Services HOLDCO B.V. (the "Issuer"), a wholly-owned indirect subsidiary of Stork B.V. ("Stork") announced today that it intends to launch an offering of €315,000,000 aggregate principal amount of senior secured notes due 2019. The proceeds from the offering will be used principally to refinance existing indebtedness of Stork as part of a broader refinancing and corporate reorganization.
The notes will be offered in a private placement only to qualified institutional buyers pursuant to Rule 144A and non-U.S. persons 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 notes to be offered have not been registered under the Securities Act or the securities laws of any other jurisdiction and may not be offered or sold in the United States absent registration or unless pursuant to an applicable exemption from the registration requirements of the Securities Act and any other applicable securities laws. This press release does not constitute an offer to sell or the solicitation of an offer to buy the notes, nor shall it constitute an offer, solicitation or sale in any jurisdiction in which such offer, solicitation or sale would be unlawful.
This announcement does not constitute and shall not, in any circumstances, constitute a public offering nor an invitation to the public in connection with any offer within the meaning of the Directive 2010/73/EU of the Parliament and Council of November 4, 2003 as implemented by the Member States of the European Economic Area (the "Prospectus Directive"). The offer and sale of the notes will be made pursuant to an exemption under the Prospectus Directive, as implemented in Member States of the European Economic Area, from the requirement to produce a prospectus for offers of securities.
In connection with the issuance of the notes, one of the initial purchasers will serve as stabilizing manager and may over-allot the notes 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 persons acting on behalf of the stabilizing manager) will undertake stabilization actions. 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 days after the issue date of the notes and 60 days after the date of the allotment of the notes. Any stabilization action or over-allotment must be conducted in accordance with all applicable laws and rules.
Statements in this release which are not historical facts are forward-looking statements. All forward-looking statements involve risks and uncertainties which could affect the Company's actual results and could cause its actual results to differ materially from those expressed in any forward looking statements made by, or on behalf of, the Company.
About Stork Technical Services
Stork Technical Services, a wholly owned subsidiary of Stork B.V., is a global provider of knowledge-based Asset Integrity Management services for the Oil & Gas, Power and Chemical sectors. From concept through to execution - Stork Technical Services aims to help reduce risk, assure safety and improve environmental performance for our customers. With 14,300 employees across the UK & Africa, Continental Europe, the Middle East, Asia Pacific and the Americas, we provide innovative solutions and integrate thinking and doing in the areas of asset integrity, consultancy, maintenance concepts, repair, renovation, new construction, relocations, subsea services and other related complex projects.
SOURCE Stork Technical Services Holding B.V.