IFCO SYSTEMS N.V. ANNOUNCES CHANGE OF CONTROL REPURCHASE OF ITS OUTSTANDING GUARANTEED SENIOR SECURED NOTES DUE 2016
IFCO Systems N.V. /
IFCO SYSTEMS N.V. ANNOUNCES CHANGE OF CONTROL REPURCHASE OF ITS OUTSTANDING
GUARANTEED SENIOR SECURED NOTES DUE 2016
. Processed and transmitted by Thomson Reuters ONE.
The issuer is solely responsible for the content of this announcement.
NOT FOR DISTRIBUTION IN OR INTO THE UNITED STATES
Amsterdam, the Netherlands, April 20, 2011
IFCO Systems N.V. (the "Company") announced today that it will repurchase for
cash any and all of its outstanding 10% Guaranteed Senior Secured Notes due
2016 (ISIN No. XS0430907989/XS0431256568) (the "Notes") upon the recently
completed change of control by Brambles Investment Limited ("Brambles") of the
Company (the "Change of Control Repurchase") as required by the Notes on the
terms and conditions stated therein.
In order to receive the Purchase Price (as defined hereafter), holders of Notes
("Holders") must tender their Notes on or prior to May 23, 2011 (the "Expiration
Time").
The Change of Control Repurchase timeline is as follows:
----------------------+-------------------------------------------------------
Event |Calendar Date
----------------------+-------------------------------------------------------
Launch Date |April 20, 2011.
----------------------+-------------------------------------------------------
Expiration Time |5.00 p.m., London time, on May 23, 2011.
----------------------+-------------------------------------------------------
Final Acceptance Time|Expected to be 6.00 p.m., London time, on May 27, 2011.
----------------------+-------------------------------------------------------
Date of Repurchase |Expected to be June 2, 2011.
----------------------+-------------------------------------------------------
The purpose of the Change of Control Repurchase is to comply with the
requirements of Section 4.18 of the Indenture dated as of June 12, 2009, by and
among the Company, the guarantors named therein, Deutsche Trustee Company
Limited, as trustee, and the other parties thereto, governing the Notes, which
obligates the Company, upon the occurrence of a Change of Control (as defined in
the Indenture), to repurchase each Holder's outstanding Notes tendered by the
Holder to the Company at a purchase price equal to 101% of the principal amount
thereof plus accrued and unpaid interest, if any, as of the repurchase date
pursuant to the Change of Control Repurchase in accordance with the procedures
set forth therein.
On March 31, 2011, Brambles completed the purchase of a majority shareholding in
the Company from Island LP, a fund affiliated with and ultimately controlled by
Apax Europe V GP LP, and certain other sellers (the "Brambles Purchase"). As of
April 4, 2011, Brambles's shareholding in the Issuer was 98.8%. The Brambles
Purchase constitutes a Change of Control under the Indenture.
The Company will pay €1,010 (the "Purchase Price"), being an amount equal to
101%, for each €1,000 principal amount of Notes validly tendered and accepted
for payment in the Change of Control Repurchase. In addition, the Company will
pay accrued and unpaid interest from and including the most recent interest
payment date to but excluding the repurchase date.
The tabulation agent for the Change of Control Repurchase is Deutsche Bank AG,
London Branch (the "Tabulation Agent"). Requests for the terms and conditions
dated April 20, 2011 in respect of the Change of Control Repurchase (the
"Repurchase Terms and Conditions") may be directed to Deutsche Bank AG, London
Branch at +44 20 7547 5000.
None of the Company, Brambles, the guarantors of the Notes, any of their
respective affiliates, or the Tabulation Agent makes any recommendation as to
whether Holders should tender their Notes.
This press release is neither an offer to purchase nor a solicitation of an
offer to sell the Notes in any state or jurisdiction in which such offer or
solicitation would be unlawful prior to registration or qualification under the
securities law of any such state or other jurisdiction. The Change of Control
Repurchase is only made pursuant to the terms of the Repurchase Terms and
Conditions.
Dr. Michael W. Nimtsch
IFCO SYSTEMS N.V.
Tel: Â Â Â Â +49 89 744 91 121
Fax:Â Â Â Â +49 89 744 91 239
Email:Â Michael.Nimtsch@ifco.de
--- End of Message ---
IFCO Systems N.V.
Zugspitzstraße 7 Pullach
Listed: Freiverkehr in Hanseatische Wertpapierbörse zu Hamburg,
Freiverkehr in Börse Düsseldorf,
Freiverkehr in Bayerische Börse München,
Prime Standard in Frankfurter Wertpapierbörse,
Regulierter Markt in Frankfurter Wertpapierbörse;
This announcement is distributed by Thomson Reuters on behalf of
Thomson Reuters clients. The owner of this announcement warrants that:
(i) the releases contained herein are protected by copyright and
other applicable laws; and
(ii) they are solely responsible for the content, accuracy and
originality of the information contained therein.
Source: IFCO Systems N.V. via Thomson Reuters ONE
[HUG#1508033]