Ontex IV S.A., (“Ontex”), Europe’s leading manufacturer of private-label Hygienic Disposable Products, announces the offering of €570 million aggregate principal amount of Senior Secured Notes due 2018 and €235 million aggregate principal amount of Senior Notes due 2019 (together, the “Notes”) in a private placement to qualified institutional buyers pursuant to Rule 144A under the Securities Act of 1933, as amended, and outside the United States to certain non-U.S. persons pursuant to Regulation S under the Securities Act of 1933, as amended.
The Senior Secured Notes will be guaranteed by substantially all of the material subsidiaries of Ontex on a senior basis and the Senior Notes will be guaranteed by the same subsidiaries on a subordinated basis. The Senior Secured Notes will be secured by a first-priority security interest over shares of Ontex and the guarantors and over other material assets of Ontex and the guarantors. The collateral securing the Senior Secured Notes will be shared, on a super priority basis, by a €50 million revolving credit facility and certain hedging obligations.
The proceeds from the sale of the Notes will be used to repay debt incurred under the existing senior credit facility, to repay a vendor loan note obligation of a parent, and to pay fees and expenses.
Important Regulatory Notice
This announcement does not constitute or form a part of any offer or solicitation to purchase or subscribe for securities in the United States. The Notes mentioned herein have not been, and will not be, registered under the United States Securities Act of 1933, as amended (the “Securities Act”). The Notes may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements of the Securities Act. There will be no public offer of the Notes in the United States.
This announcement is being distributed only to, and is directed at (a) persons who have professional experience in matters relating to investments who fall within Article 19(1) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the “Order”) or (b) high net worth entities, and other persons to whom it may otherwise lawfully be communicated, falling within Article 49(1) of the Order (all such persons together being referred to as “relevant persons”). The investments to which this announcement relates are available only to, and any invitation, offer or agreement to subscribe, purchase or otherwise acquire such investments will be available only to or will be engaged in only with, relevant persons. Any person who is not a relevant person should not act or rely on this document or any of its contents. Persons distributing this announcement must satisfy themselves that it is lawful to do so.
Neither the content of Ontex’s website nor any website accessible by hyperlinks on Ontex’s website is incorporated in, or forms part of, this announcement. The distribution of this announcement into jurisdictions other than the United Kingdom may be restricted by law. Persons into whose possession this announcement comes should inform themselves about and observe any such restrictions. Any failure to comply with these restrictions may constitute a violation of the securities laws of any such jurisdiction.
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