Oct 14, 2021
Financial press release
BACH BIDCO S.P.A. ANNOUNCES CLOSING OF OFFERING OF €275.0 MILLION FLOATING RATE SENIOR SECURED NOTES DUE 2028NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, TO ANY PERSON LOCATED OR RESIDENT IN OR INTO THE UNITED STATES OF AMERICA, CANADA, JAPAN OR AUSTRALIA OR IN ANY OTHER JURISDICTION WHERE IT IS UNLAWFUL TO DISTRIBUTE THIS ANNOUNCEMENT
BACH BIDCO S.P.A. ANNOUNCES CLOSING OF OFFERING OF
€275.0 MILLION FLOATING RATE SENIOR SECURED NOTES DUE 2028
MILAN — 14 October 2021 Bach Bidco S.p.A. (the “Issuer”) announced that it completed its offering (the “Offering”) of €275,000,000 aggregate principal amount of floating rate senior secured notes due 2028 (the “Notes”).
The Notes bear interest at three-month EURIBOR (subject to a 0.0% floor), plus 4.25% per annum, reset quarterly, and were issued at par. The proceeds from the Offering will be used, together with cash on the Issuer’s balance sheet to: (i) repay and cancel term borrowings of €275.0 million (the “Bridge Facility”) (the “Refinancing,” and together with the Offering, the “Transactions”) including paying accrued interest and/or premium thereon and (ii) pay fees and expenses in connection with the foregoing Transactions. The Issuer used the Bridge Facility, together with shareholder funding and cash on BIP’s balance sheet, primarily to fund the acquisition of Business Integration Partners S.p.A. and certain of its holding companies, to refinance existing debt of the acquired group and to pay fees and expenses in connection with the Transactions.
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The Offering is being made by means of an offering memorandum. This announcement does not constitute an offer to sell or the solicitation of an offer to buy the Notes or any other security and shall not constitute an offer, solicitation or sale in the United States or in any jurisdiction in which, or to any persons to whom, such offering, solicitation or sale would be unlawful.
It may be unlawful to distribute this document in certain jurisdictions. This document is not for distribution in Canada, Japan or Australia. The information in this document does not constitute an offer of securities for sale in Canada, Japan or Australia.
The Notes have not been, and will not be, registered under the U.S. Securities Act of 1933, as amended (the “Securities Act”) or the securities laws of any state or other jurisdiction of the United States, and may not be offered or sold within the United States except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and applicable state or local securities laws. Accordingly, the Notes are being offered and sold in the United States only to qualified institutional buyers in accordance with Rule 144A under the Securities Act and outside the United States in accordance with Regulation S under the Securities Act. There is no assurance that the Notes will be issued or, if issued, as to the terms under which they will be issued.
Promotion of the Notes in the United Kingdom is restricted by the Financial Services and Markets Act 2000 (the “FSMA”), and accordingly, the Notes are not being promoted to the general public in the United Kingdom. This announcement is only addressed to and directed at persons who (i) are outside the United Kingdom, (ii) have professional experience in matters relating to investments (being investment professionals falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended (the “Financial Promotion Order”)), (iii) fall within Article 49(2)(a) to (d) (“high net worth companies, unincorporated associations, etc.”) of the Financial Promotion Order, or (iv) to the extent that doing so does not prejudice the lawful distribution of the announcement to the foregoing, are persons to whom an invitation or inducement to engage in investment activity (within the meaning of section 21 of the FSMA) in connection with the issue or sale of any Notes may otherwise lawfully be communicated or caused to be communicated (all such persons together being referred to as “relevant persons”). The Notes will only be available to relevant persons and this announcement must not be acted on or relied on by anyone who is not a relevant person.
In connection with this Offering, BNP Paribas (the “Stabilization Manager”) (or person(s) acting on behalf of the Stabilization Manager), may over-allot the relevant notes or effect transactions with a view to supporting the market price of such notes at a level higher than that which might otherwise prevail. However, there can be no assurances that the Stabilization Manager (or person(s) acting on behalf of the Stabilization Manager) will undertake any such stabilization action. Such stabilization action, if commenced, may begin on or after the date of adequate public disclosure of the final terms of the offer of the notes and may cease at any time, but it must end no later than the earlier of 30 calendar days after the issue date and 60 calendar days after the date of allotment of the relevant notes. Any stabilization action or over-allotment must be conducted by the Stabilization Manager (or person(s) acting on behalf of the Stabilization Manager) in accordance with all applicable laws and rules.
This announcement contains certain forward-looking statements with respect to certain of the Issuer’s current expectations and projections about future events. These statements, which sometimes use words such as “intend,” “proposed,” “plan,” “expect,” and words of similar meaning, reflect management’s beliefs and expectations and involve a number of risks, uncertainties and assumptions (including the completion of the transactions described in this announcement) that could cause actual results and performance to differ materially from any expected future results or performance expressed or implied by the forward-looking statement. Statements contained in this announcement regarding past trends or activities should not be taken as a representation that such trends or activities will continue in the future. The information contained in this announcement is subject to change without notice and, except as required by applicable law, neither the Issuer nor any stabilizing manager assumes any responsibility or obligation to update publicly or review any of the forward-looking statements contained in it. Readers should not place undue reliance on forward-looking statements, which speak only as at the date of this announcement.
Manufacturer target market (MIFID II product governance; UK MiFIR product governance) is eligible counterparties and professional clients only (all distribution channels). No PRIIPs or UK PRIIPs key information document (KID) has been prepared as not available to retail investors in EEA or the United Kingdom, respectively.