Press Releases

  • This announcement is for information purposes only and is not an offer to buy or sell, or an invitation or solicitation of an offer to buy or sell, securities in any jurisdiction. The information contained herein does not constitute or form part of any offer to issue or sell or tender, or any solicitation of any offer to subscribe or purchase, any investments in any jurisdiction.

    22 March 2024

    RESULTS AND SETTLEMENT OF OFFER TO PURCHASE BY CERDIA FINANZ GMBH FOR UP TO $16,800,000 OF ITS OUTSTANDING NOTES

    Cerdia Finanz GmbH ("Cerdia") today announces

    • $869,000 in aggregate principal amount of Cerdia’s outstanding Notes have been accepted for purchase

    • Settlement of the offer to purchase and payment of the Tender Consideration (plus the applicable accrued and unpaid interest) made in immediately available funds delivered to DTC is expected to take place on 25 March 2024

    Cerdia announces today the results of the offer to purchase for cash (the “Offer”) of $16,800,000 of its 10.50% Senior Secured Notes due 2027 (Rule 144A ISIN: US15679GAA04; Rule 144A CUSIP 15679G AA0; Regulation S ISIN: USD1RA09AA12; Regulation S CUSIP: D1RA09 AA1) (the “Notes”).

    The Offer constituted an excess cash flow offer in accordance with the requirements of the indenture governing the Notes, entered into among Cerdia, the guarantors party thereto, and Deutsche Bank Trust Company Americas, as trustee, security agent, paying agent, transfer agent and registrar, dated as of February 7, 2022.

    The Offer was announced on 21 February 2024 and made upon the terms and subject to the conditions set forth in Cerdia’s Offer to Purchase dated 21 February 2024 (the “Offer to Purchase”). The Offer expired on 21 March 2024 at 5:00 p.m., New York time (the “Expiration Time”). Capitalized terms used herein and not otherwise defined shall have the meanings given to them in the Offer to Purchase.

    Results of the Offer

    Cerdia hereby announces that $869,000 in aggregate principal amount (the “Final Acceptance Amount”) of its outstanding Notes have been accepted for purchase by Cerdia, subject to the terms and conditions described herein and the Offer to Purchase, for cash at a price of $1,000 per $1,000 principal amount of its Notes validly tendered and accepted, plus accrued and unpaid interest.

    Settlement Date

    In accordance with the Offer to Purchase, the settlement date in relation to the Offer is expected to be 25 March 2024 (the “Settlement Date”).

    Settlement of the Offers and Other Relevant Information

    On the Settlement Date, the aggregate amounts of the Tender Consideration and Accrued Interest for the Notes accepted for purchase by Cerdia will be paid in immediately available funds to DTC. The deposit of such funds with DTC will discharge the obligation of Cerdia to all such Holders in respect of the payment of the Tender Consideration and Accrued Interest.

    Following settlement of the Offer, $530,931,000 in aggregate principal amount of the Notes will remain outstanding. Notes accepted for purchase in the Offer will be cancelled. Notes that were not successfully tendered for purchase pursuant to the Offer and the terms and conditions set out in the Offer to Purchase will remain outstanding and will remain subject to the terms and conditions of such Notes.

    Holders who have tendered their Notes for purchase pursuant to the Offer are advised to check with their broker, dealer, bank, custodian, trust company, nominee or other intermediary through which they hold their Notes to determine whether their tendered Notes have been accepted for purchase by Cerdia.

    The Offer was made solely by means of the Offer to Purchase. Under no circumstances shall this press release constitute an offer to purchase or the solicitation of an offer to sell the Notes or any other securities of Cerdia or any other person. In addition, nothing contained herein constitutes a notice of redemption of the Notes.

    IMPORTANT NOTICES

    This announcement is for information purposes only and is not intended to and does not constitute or form part of any offer or invitation to purchase or subscribe for or tender, or any solicitation to purchase or subscribe for or tender, any securities in any jurisdiction. The information contained in this announcement should not be distributed, forwarded to or transmitted in or into any jurisdiction where to do so might constitute a violation of local securities laws or regulations.

    No representations or warranties, express or implied, are made as to, and no reliance should be placed on, the accuracy, fairness or completeness of the information presented or contained in this release. This release contains certain forward-looking statements, which are based on current assumptions and estimates by the management of Cerdia. Past performance cannot be relied upon as a guide to future performance and should not be taken as a representation that trends or activities underlying past performance will continue in the future. Such statements are subject to numerous risks and uncertainties that could cause actual results to differ materially from any expected future results in forward-looking statements. These risks may include, for example, changes in the global economic situation, and changes affecting individual markets and exchange rates.

    Cerdia undertakes no obligation to update forward-looking statements and will not publicly release any revisions that may be made to forward-looking statements, which may result from events or circumstances arising after the date of this release.

    This release is for informational purposes only and does not constitute or form part of any invitation or inducement to engage in investment activity, nor does it constitute an offer or invitation to buy or sell any securities, in any jurisdiction including the United States, or a recommendation in respect of buying, holding or selling any securities.

    Neither this announcement nor anything contained herein shall form the basis of, or be relied upon in connection with, any offer or commitment whatsoever in any jurisdiction. Investors should not purchase or subscribe for or tender any transferable securities referred to in this announcement.

  • This announcement is for information purposes only and is not an offer to buy or sell, or an invitation or solicitation of an offer to buy or sell, securities in any jurisdiction. The information contained herein does not constitute or form part of any offer to issue or sell or tender, or any solicitation of any offer to subscribe or purchase, any investments in any jurisdiction.

    21 February 2024

    OFFER TO PURCHASE BY CERDIA FINANZ GMBH FOR UP TO $16,800,000 OF ITS OUTSTANDING NOTES

    Cerdia Finanz GmbH ("Cerdia") today announces

    • Commencement of offer to purchase for cash up to $16,800,000 of Cerdia’s outstanding notes

    • Offer pursuant to Cerdia’s obligation to make an Excess Cash Flow Offer within 125 days after the end of the fiscal year, subject to the terms of the indenture governing the notes

    Commencement of Offer to Purchase

    Cerdia announces today that is has commenced an offer to purchase for cash (the “Offer”) up to a total Final Acceptance Amount (defined below) of $16,800,000 at a price per $1,000 principal amount of its validly tendered and accepted 10.50% Senior Secured Notes due 2027 (the “Notes”) of $1,000, plus accrued and unpaid interest, upon the terms and subject to the conditions set forth in Cerdia’s Offer to Purchase dated 21 February 2024 (as it may be amended or supplemented from time to time, the “Offer to Purchase”).

    The Offer constitutes an excess cash flow offer in accordance with the requirements of the indenture governing the Notes, entered into among Cerdia, the guarantors party thereto, and Deutsche Bank Trust Company Americas, as trustee, security agent, paying agent, transfer agent and registrar, dated as of February 7, 2022.

    The Offer will expire at 5:00 p.m., New York time, on 21 March 2024, unless extended (such date and time, as the same may be extended, the “Expiration Time”). Cerdia reserves the right to extend, amend or terminate the Offer at any time. Holders of Notes (“Holders”) are advised to check with any bank, securities broker or other intermediary through which they hold Notes when such intermediary would need to receive instructions from a Holder in order for that Holder to be able to participate in, or withdraw their instruction to participate in, the Offer by the deadlines specified in the Offer to Purchase. The deadline set by any such intermediary and by The Depository Trust Company (“DTC”) for the submission and withdrawal of the tender instructions may be earlier than the relevant deadlines specified in the Offer to Purchase.

    Certain information regarding the Notes and the terms of the Offer is summarized in the table below.

    Description of Notes 10.50% Senior Secured Notes due 2027

    ISINs / CUSIPs Rule 144A: US15679GAA04/ 15679G AA0 Regulation S: USD1RA09AA12 /D1RA09 AA1

    Outstanding Principal Amount $531,800,000

    Denomination of the Notes $200,000 and integral multiples of $1,000 in excess thereof*

    Purchase Price per $1,000 Principal Amount of Notes tendered and accepted $1,000 (plus accrued and unpaid interest)

    Final Acceptance Amount $16,800,000

    * Tenders of the Notes will be accepted only in principal amounts equal to $200,000 and in integral multiples of $1,000 in excess thereof; provided that Holders who tender less than all of their Notes or less than all of whose Notes are accepted for purchase must continue to hold Notes in principal amounts equal to minimum denominations of $200,000 and integral multiples of $1,000 in excess thereof.

    The “Purchase Price” for Notes validly tendered and accepted for purchase pursuant to the Offer shall be as set forth in the table above. In respect of Notes validly tendered that are accepted for purchase, Cerdia will pay the Tender Consideration on the Settlement Date (defined below). Cerdia will announce the results of the Offer as soon as reasonably practicable on the Business Day (as defined in the Offer to Purchase) following the Expiration Time. The settlement date with respect to Notes validly tendered that are accepted for purchase by Cerdia is expected to occur on 25 March 2024, being the Business Day following the announcement of the results of the Offer (the “Settlement Date”).

    Holders of Notes validly tendered that are accepted for purchase by Cerdia will, on the Settlement Date, receive the Purchase Price in respect of such Notes, plus any accrued and unpaid interest from the interest payment date for the relevant Notes immediately preceding the Settlement Date to, but not including, the Settlement Date.

    Payment for Notes validly tendered and not validly withdrawn pursuant to the Offer is subject to the satisfaction of certain conditions. However, the Offer is not conditioned upon any minimum amount of Notes being tendered. Cerdia reserves the right, in its sole discretion, to waive any and all conditions to the Offer.

    Copies of the Offer documents and other related documents may be obtained from Kroll Issuer Services Limited, the tender and information agent for the Offer, subject to eligibility and registration, on the Tender Offer Website: https://deals.is.kroll.com/cerdia.

    The Offer is being made solely by means of the Offer to Purchase. Under no circumstances shall this press release constitute an offer to purchase or the solicitation of an offer to sell the Notes or any other securities of Cerdia or any other person, nor shall there be any offer or sale of any Notes or other securities in any state or jurisdiction in which such an offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. In addition, nothing contained herein constitutes a notice of redemption of the Notes. No recommendation is made as to whether Holders of the Notes should tender their Notes.

    IMPORTANT NOTICES

    This announcement is for information purposes only and is not intended to and does not constitute or form part of any offer or invitation to purchase or subscribe for or tender, or any solicitation to purchase or subscribe for or tender, any securities in any jurisdiction. No offer or invitation to purchase or subscribe for or tender, or any solicitation to purchase or subscribe for or tender, any securities will be made in any jurisdiction in which such an offer or solicitation is unlawful. The information contained in this announcement should not be distributed, forwarded to or transmitted in or into any jurisdiction where to do so might constitute a violation of local securities laws or regulations.

    No representations or warranties, express or implied, are made as to, and no reliance should be placed on, the accuracy, fairness or completeness of the information presented or contained in this release. This release contains certain forward-looking statements, which are based on current assumptions and estimates by the management of Cerdia. Past performance cannot be relied upon as a guide to future performance and should not be taken as a representation that trends or activities underlying past performance will continue in the future. Such statements are subject to numerous risks and uncertainties that could cause actual results to differ materially from any expected future results in forward-looking statements. These risks may include, for example, changes in the global economic situation, and changes affecting individual markets and exchange rates.

    Cerdia provides no guarantee that future development and future results achieved will correspond to the forward-looking statements included here and accepts no liability if they should fail to do so. Cerdia undertakes no obligation to update these forward-looking statements and will not publicly release any revisions that may be made to these forward-looking statements, which may result from events or circumstances arising after the date of this release.

    This release is for informational purposes only and does not constitute or form part of any invitation or inducement to engage in investment activity, nor does it constitute an offer or invitation to buy or sell any securities, in any jurisdiction including the United States, or a recommendation in respect of buying, holding or selling any securities.

    Neither this announcement nor anything contained herein shall form the basis of, or be relied upon in connection with, any offer or commitment whatsoever in any jurisdiction. Investors should not purchase or subscribe for or tender any transferable securities referred to in this announcement.

    The Tender and Information Agent for the Offer is:

    KROLL ISSUER SERVICES LIMITED

    The Shard 32 London Bridge Street London SE1 9SG United Kingdom

    Attention: Alessandro Zorza Telephone: +44 20 7704 0880 Email: cerdia@is.kroll.com Tender Offer Website: https://deals.is.kroll.com/cerdia

    Any questions regarding procedures for tendering Notes or requests for additional copies of the Offer to Purchase may be directed to the Tender and Information Agent. You may also contact your broker, dealer, commercial bank, trust company or other nominee for assistance concerning the Offer.

    OFFER AND DISTRIBUTION RESTRICTIONS

    Neither this announcement nor the Offer to Purchase constitutes an invitation to participate in the Offer in any jurisdiction in which, or to any person to or from whom, it is unlawful to make such invitation or for there to be such participation under applicable securities laws. The distribution of this announcement and/or the Offer to Purchase may be restricted by law in certain jurisdictions. Persons into whose possession this announcement and/or the Offer to Purchase comes, or who access the Tender Offer Website (as defined in the Offer to Purchase), are required by Cerdia and the Tender and Information Agent (as defined in the Offer to Purchase) to inform themselves about, and to observe, any such restrictions. Neither Cerdia nor the Tender and Information Agent will incur any liability for its own failure or the failure of any other person or persons to comply with the provisions of any such restrictions.

    United Kingdom

    The Offer, this announcement, the Offer to Purchase and/or any other documents or materials relating to the Offer are not being submitted to and such documents and/or materials have not been approved by an authorized person for the purposes of section 21 of the Financial Services and Markets Act 2000. Accordingly, such documents and/or materials are not being distributed to, and must not be passed on to, the general public in the United Kingdom, and are only for circulation to persons outside the United Kingdom or to persons within the United Kingdom falling within the definition of “investment professionals” (as defined in Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the “Financial Promotion Order”)) or within Article 43 of the Financial Promotion Order, or to other persons to whom it may lawfully be communicated in accordance with the Financial Promotion Order.

    General

    None of this announcement, the Offer to Purchase and/or any related documents constitutes an offer to buy or the solicitation of an offer to sell the Notes (and such tenders of Notes in the Offer will not be accepted from Holders) in any circumstances in which such offer or solicitation is unlawful. In those jurisdictions where the securities, blue sky or other laws require the Offer to be made by a licensed broker or dealer or similar in any such jurisdiction, the Offer shall be deemed to be made by one or more registered brokers or dealers licensed under the laws of such jurisdiction, as the case may be, on behalf of Cerdia in such jurisdiction.

    Neither this announcement nor the Offer to Purchase has been filed with or reviewed by any foreign, U.S. federal or state securities commission or regulatory authority, and no such commission or authority has passed upon the accuracy or adequacy of this announcement and/or the Offer to Purchase. Any representation to the contrary is unlawful and may be a criminal offense.

    Each Holder participating in the Offer will also be deemed to give certain representations in respect of the jurisdictions referred to above and generally as set out in the “Terms of the Offer” section of the Offer to Purchase. Any tender of the Notes for purchase pursuant to the Offer from a Holder that is unable to make these representations may be rejected. Both Cerdia and the Tender and Information Agent reserve the right, in its absolute discretion (and without prejudice to the relevant Holder's responsibility for the representations made by it), to investigate, in relation to any tender of Notes for purchase pursuant to the Offer, whether any such representation given by a Holder is correct and, if such investigation is undertaken and as a result Cerdia determines (for any reason) that such representation is not correct, such tender may be rejected.

  • This announcement is for information purposes only and is not an offer to buy or sell, or an invitation or solicitation of an offer to buy or sell, securities in any jurisdiction. The information contained herein does not constitute or form part of any offer to issue or sell or tender, or any solicitation of any offer to subscribe or purchase, any investments in any jurisdiction.

    23 March 2023

    RESULTS AND SETTLEMENT OF OFFER TO PURCHASE BY CERDIA FINANZ GMBH FOR UP TO $18.200.000 OF ITS OUTSTANDING NOTES

    Cerdia Finanz GmbH ("Cerdia") today announces

    • $18,200,000 in aggregate principal amount of Cerdia’s outstanding have been accepted for purchase

    • Settlement of the offer to purchase and payment of the Tender Consideration (plus the applicable accrued and unpaid interest) made in immediately available funds delivered to DTC is expected to take place on 24 March 2023

    Cerdia announces today the results of the offer to purchase for cash (the “Offer”) of $18,200,000 of its 10.50% Senior Secured Notes due 2027 (Rule 144A ISIN: US15679GAA04; Rule 144A CUSIP 15679G AA0; Regulation S ISIN: USD1RA09AA12; Regulation S CUSIP: D1RA09 AA1) (the “Notes”).

    The Offer constituted an excess cash flow offer in accordance with the requirements of the indenture governing the Notes, entered into among Cerdia, the guarantors party thereto, and Deutsche Bank Trust Company Americas, as trustee, security agent, paying agent, transfer agent and registrar, dated as of February 7, 2022.

    The Offer was announced on 21 February 2023 and made upon the terms and subject to the conditions set forth in Cerdia’s Offer to Purchase dated 21 February 2023 (the “Offer to Purchase”). The Offer expired on 22 March 2023 at 5:00 p.m., New York time (the “Expiration Time”). Capitalized terms used herein and not otherwise defined shall have the meanings given to them in the Offer to Purchase.

    Results of the Offer

    Cerdia hereby announces that $18,200,000 in aggregate principal amount (the “Final Acceptance Amount”) of its outstanding Notes have been accepted for purchase by Cerdia, subject to the terms and conditions described herein and the Offer to Purchase, for cash at a price of $1,000 per $1,000 principal amount of its Notes validly tendered and accepted, plus accrued and unpaid interest. The aggregate principal amount of the Notes validly tendered in the Offer was above the Final Acceptance Amount, and as a result, Cerdia has applied a Pro-Rating Factor of 3.6657%, such that tender instructions where such pro-ration would result in either (i) Cerdia accepting Notes from the relevant Holder in an aggregate principal amount of less than $200,000 or (ii) the principal amount of Notes not purchased and returned back to the relevant Holder being an aggregate principal amount of less than $200,000, have been rejected.

    Settlement Date

    In accordance with the Offer to Purchase, the settlement date in relation to the Offer is expected to be 24 March 2023 (the “Settlement Date”).

    Settlement of the Offers and Other Relevant Information

    On the Settlement Date, the aggregate amounts of the Tender Consideration and Accrued Interest for the Notes accepted for purchase by Cerdia will be paid in immediately available funds to DTC. The deposit of such funds with DTC will discharge the obligation of Cerdia to all such Holders in respect of the payment of the Tender Consideration and Accrued Interest.

    Following settlement of the Offer, $581,800,000 in aggregate principal amount of the Notes will remain outstanding. Notes accepted for purchase in the Offer will be cancelled. Notes that were not successfully tendered for purchase pursuant to the Offer and the terms and conditions set out in the Offer to Purchase will remain outstanding and will remain subject to the terms and conditions of such Notes.

    Holders who have tendered their Notes for purchase pursuant to the Offer are advised to check with their broker, dealer, bank, custodian, trust company, nominee or other intermediary through which they hold their Notes to determine whether their tendered Notes have been accepted for purchase by Cerdia.

    The Offer was made solely by means of the Offer to Purchase. Under no circumstances shall this press release constitute an offer to purchase or the solicitation of an offer to sell the Notes or any other securities of Cerdia or any other person. In addition, nothing contained herein constitutes a notice of redemption of the Notes.

    IMPORTANT NOTICES

    This announcement is for information purposes only and is not intended to and does not constitute or form part of any offer or invitation to purchase or subscribe for or tender, or any solicitation to purchase or subscribe for or tender, any securities in any jurisdiction. The information contained in this announcement should not be distributed, forwarded to or transmitted in or into any jurisdiction where to do so might constitute a violation of local securities laws or regulations.

    No representations or warranties, express or implied, are made as to, and no reliance should be placed on, the accuracy, fairness or completeness of the information presented or contained in this release. This release contains certain forward-looking statements, which are based on current assumptions and estimates by the management of Cerdia. Past performance cannot be relied upon as a guide to future performance and should not be taken as a representation that trends or activities underlying past performance will continue in the future. Such statements are subject to numerous risks and uncertainties that could cause actual results to differ materially from any expected future results in forward-looking statements. These risks may include, for example, changes in the global economic situation, and changes affecting individual markets and exchange rates.

    Cerdia undertakes no obligation to update forward-looking statements and will not publicly release any revisions that may be made to forward-looking statements, which may result from events or circumstances arising after the date of this release.

    This release is for informational purposes only and does not constitute or form part of any invitation or inducement to engage in investment activity, nor does it constitute an offer or invitation to buy or sell any securities, in any jurisdiction including the United States, or a recommendation in respect of buying, holding or selling any securities.

    Neither this announcement nor anything contained herein shall form the basis of, or be relied upon in connection with, any offer or commitment whatsoever in any jurisdiction. Investors should not purchase or subscribe for or tender any transferable securities referred to in this announcement.

  • This announcement is for information purposes only and is not an offer to buy or sell, or an invitation or solicitation of an offer to buy or sell, securities in any jurisdiction. The information contained herein does not constitute or form part of any offer to issue or sell or tender, or any solicitation of any offer to subscribe or purchase, any investments in any jurisdiction.

    21 February 2023

    OFFER TO PUCHASE BY CERDIA FINANZ GMBH FOR UP TO $18,200,000 OF ITS OUTSTANDING NOTES

    Cerdia Finanz GmbH ("Cerdia") today announces

    • Commencement of offer to purchase for cash up to $18,200,000 of Cerdia’s outstanding notes

    • Offer pursuant to Cerdia’s obligation to make an Excess Cash Flow Offer within 125 days after the end of the fiscal year, subject to the terms of the indenture governing the notes

    Commencement of Offer to Purchase

    Cerdia announces today that is has commenced an offer to purchase for cash (the “Offer”) up to a total Final Acceptance Amount (defined below) of $18,200,000 at a price per $1,000 principal amount of its validly tendered and accepted 10.50% Senior Secured Notes due 2027 (the “Notes”) of $1,000, plus accrued and unpaid interest, upon the terms and subject to the conditions set forth in Cerdia’s Offer to Purchase dated 21 February 2023 (as it may be amended or supplemented from time to time, the “Offer to Purchase”).

    The Offer constitutes an excess cash flow offer in accordance with the requirements of the indenture governing the Notes, entered into among Cerdia, the guarantors party thereto, and Deutsche Bank Trust Company Americas, as trustee, security agent, paying agent, transfer agent and registrar, dated as of February 7, 2022.

    The Offer will expire at 5:00 p.m., New York time, on 22 March 2023, unless extended (such date and time, as the same may be extended, the “Expiration Time”). Cerdia reserves the right to extend, amend or terminate the Offer at any time. Holders of Notes (“Holders”) are advised to check with any bank, securities broker or other intermediary through which they hold Notes when such intermediary would need to receive instructions from a Holder in order for that Holder to be able to participate in, or withdraw their instruction to participate in, the Offer by the deadlines specified in the Offer to Purchase. The deadline set by any such intermediary and by The Depository Trust Company (“DTC”) for the submission and withdrawal of the tender instructions may be earlier than the relevant deadlines specified in the Offer to Purchase.

    Certain information regarding the Notes and the terms of the Offer is summarized in the table below.

    Description of Notes 10.50% Senior Secured Notes due 2027

    ISINs / CUSIPs Rule 144A: US15679GAA04/ 15679G AA0 Regulation S: USD1RA09AA12 /D1RA09 AA1

    Outstanding Principal Amount $600,000,000

    Denomination of the Notes $200,000 and integral multiples of $1,000 in excess thereof*

    Purchase Price per $1,000 Principal Amount of Notes tendered and accepted $1,000 (plus accrued and unpaid interest)

    Final Acceptance Amount $18,200,000

    * Tenders of the Notes will be accepted only in principal amounts equal to $200,000 and in integral multiples of $1,000 in excess thereof; provided that Holders who tender less than all of their Notes or less than all of whose Notes are accepted for purchase must continue to hold Notes in principal amounts equal to minimum denominations of $200,000 and integral multiples of $1,000 in excess thereof.

    The “Purchase Price” for Notes validly tendered and accepted for purchase pursuant to the Offer shall be as set forth in the table above. In respect of Notes validly tendered that are accepted for purchase, Cerdia will pay the Tender Consideration on the Settlement Date (defined below). Cerdia will announce

    the results of the Offer as soon as reasonably practicable on the Business Day (as defined in the Offer to Purchase) following the Expiration Time. The settlement date with respect to Notes validly tendered that are accepted for purchase by Cerdia is expected to occur on 24 March 2023, being the Business Day following the announcement of the results of the Offer (the “Settlement Date”).

    Holders of Notes validly tendered that are accepted for purchase by Cerdia will, on the Settlement Date, receive the Purchase Price in respect of such Notes, plus any accrued and unpaid interest from the interest payment date for the relevant Notes immediately preceding the Settlement Date to, but not including, the Settlement Date.

    Payment for Notes validly tendered and not validly withdrawn pursuant to the Offer is subject to the satisfaction of certain conditions. However, the Offer is not conditioned upon any minimum amount of Notes being tendered. Cerdia reserves the right, in its sole discretion, to waive any and all conditions to the Offer.

    Copies of the Offer documents and other related documents may be obtained from Kroll Issuer Services Limited, the tender and information agent for the Offer, subject to eligibility and registration, on the Tender Offer Website: https://deals.is.kroll.com/cerdia.

    The Offer is being made solely by means of the Offer to Purchase. Under no circumstances shall this press release constitute an offer to purchase or the solicitation of an offer to sell the Notes or any other securities of Cerdia or any other person, nor shall there be any offer or sale of any Notes or other securities in any state or jurisdiction in which such an offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. In addition, nothing contained herein constitutes a notice of redemption of the Notes. No recommendation is made as to whether Holders of the Notes should tender their Notes.

    IMPORTANT NOTICES

    This announcement is for information purposes only and is not intended to and does not constitute or form part of any offer or invitation to purchase or subscribe for or tender, or any solicitation to purchase or subscribe for or tender, any securities in any jurisdiction. No offer or invitation to purchase or subscribe for or tender, or any solicitation to purchase or subscribe for or tender, any securities will be made in any jurisdiction in which such an offer or solicitation is unlawful. The information contained in this announcement should not be distributed, forwarded to or transmitted in or into any jurisdiction where to do so might constitute a violation of local securities laws or regulations.

    No representations or warranties, express or implied, are made as to, and no reliance should be placed on, the accuracy, fairness or completeness of the information presented or contained in this release. This release contains certain forward-looking statements, which are based on current assumptions and estimates by the management of Cerdia. Past performance cannot be relied upon as a guide to future performance and should not be taken as a representation that trends or activities underlying past performance will continue in the future. Such statements are subject to numerous risks and uncertainties that could cause actual results to differ materially from any expected future results in forward-looking statements. These risks may include, for example, changes in the global economic situation, and changes affecting individual markets and exchange rates.

    Cerdia provides no guarantee that future development and future results achieved will correspond to the forward-looking statements included here and accepts no liability if they should fail to do so. Cerdia undertakes no obligation to update these forward-looking statements and will not publicly release any revisions that may be made to these forward-looking statements, which may result from events or circumstances arising after the date of this release.

    This release is for informational purposes only and does not constitute or form part of any invitation or inducement to engage in investment activity, nor does it constitute an offer or invitation to buy or sell any securities, in any jurisdiction including the United States, or a recommendation in respect of buying, holding or selling any securities.

    Neither this announcement nor anything contained herein shall form the basis of, or be relied upon in connection with, any offer or commitment whatsoever in any jurisdiction. Investors should not purchase or subscribe for or tender any transferable securities referred to in this announcement.

    The Tender and Information Agent for the Offer is:

    KROLL ISSUER SERVICES LIMITED

    The Shard 32 London Bridge Street London SE1 9SG United Kingdom

    Attention: Harry Ringrose Telephone: +44 20 7704 0880 Email: cerdia@is.kroll.com Tender Offer Website: https://deals.is.kroll.com/cerdia

    Any questions regarding procedures for tendering Notes or requests for additional copies of the Offer to Purchase may be directed to the Tender and Information Agent. You may also contact your broker, dealer, commercial bank, trust company or other nominee for assistance concerning the Offer.

    OFFER AND DISTRIBUTION RESTRICTIONS

    Neither this announcement nor the Offer to Purchase constitutes an invitation to participate in the Offer in any jurisdiction in which, or to any person to or from whom, it is unlawful to make such invitation or for there to be such participation under applicable securities laws. The distribution of this announcement and/or the Offer to Purchase may be restricted by law in certain jurisdictions. Persons into whose possession this announcement and/or the Offer to Purchase comes, or who access the Tender Offer Website (as defined in the Offer to Purchase), are required by Cerdia and the Tender and Information Agent (as defined in the Offer to Purchase) to inform themselves about, and to observe, any such restrictions. Neither Cerdia nor the Tender and Information Agent will incur any liability for its own failure or the failure of any other person or persons to comply with the provisions of any such restrictions.

    United Kingdom

    The Offer, this announcement, the Offer to Purchase and/or any other documents or materials relating to the Offer are not being submitted to and such documents and/or materials have not been approved by an authorized person for the purposes of section 21 of the Financial Services and Markets Act 2000. Accordingly, such documents and/or materials are not being distributed to, and must not be passed on to, the general public in the United Kingdom, and are only for circulation to persons outside the United Kingdom or to persons within the United Kingdom falling within the definition of “investment professionals” (as defined in Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the “Financial Promotion Order”)) or within Article 43 of the Financial Promotion Order, or to other persons to whom it may lawfully be communicated in accordance with the Financial Promotion Order.

    General

    None of this announcement, the Offer to Purchase and/or any related documents constitutes an offer to buy or the solicitation of an offer to sell the Notes (and such tenders of Notes in the Offer will not be accepted from Holders) in any circumstances in which such offer or solicitation is unlawful. In those jurisdictions where the securities, blue sky or other laws require the Offer to be made by a licensed broker or dealer or similar in any such jurisdiction, the Offer shall be deemed to be made by one or more registered brokers or dealers licensed under the laws of such jurisdiction, as the case may be, on behalf of Cerdia in such jurisdiction.

    Neither this announcement nor the Offer to Purchase has been filed with or reviewed by any foreign, U.S. federal or state securities commission or regulatory authority, and no such commission or authority has passed upon the accuracy or adequacy of this announcement and/or the Offer to Purchase. Any representation to the contrary is unlawful and may be a criminal offense.

    Each Holder participating in the Offer will also be deemed to give certain representations in respect of the jurisdictions referred to above and generally as set out in the “Terms of the Offer” section of the Offer to Purchase. Any tender of the Notes for purchase pursuant to the Offer from a Holder that is unable to make these representations may be rejected. Both Cerdia and the Tender and Information Agent reserve the right, in its absolute discretion (and without prejudice to the relevant Holder's responsibility for the representations made by it), to investigate, in relation to any tender of Notes for purchase pursuant to the Offer, whether any such representation given by a Holder is correct and, if such investigation is undertaken and as a result Cerdia determines (for any reason) that such representation is not correct, such tender may be rejected.

  • Not for release, publication or distribution directly or indirectly, in or into the United States of America, Canada, Japan or Australia

    CERDIA FINANZ GMBH ANNOUNCES PRICING OF ITS OFFERING OF $600,000,000 AGGREGATE PRINCIPAL AMOUNT OF SENIOR SECURED NOTES DUE 2027

    January 27, 2022.

    Cerdia Finanz GmbH (the “Issuer”) announced today the pricing of its offering of $600 million aggregate principal amount of 10.50% senior secured notes due 2027 (the “Notes”), issued at 97.0%. The proceeds from the Notes will be used (among other sources) to refinance borrowings under its existing credit facilities that were used to make certain acquisitions and to pay fees and expenses in connection with the transactions. Closing of the transaction is subject to customary conditions.

    About the Group

    The Issuer is an indirect wholly owned subsidiary of Cerdia Holding S.à r.l., a holding company which is indirectly controlled by The Blackstone Group Inc. (Cerdia Holding S.à r.l. together with the Issuer and its other subsidiaries, the “Group”). The Group is a leading global producer of filter tow and specialty filter tow products, serving a global customer base representing, primarily, the major tobacco multinational companies. The Group is the only filter tow producer with strategically located manufacturing facilities in four key regions, namely Europe, the Commonwealth of Independent States (CIS) (including Russia), the United States and Latin America. The Group also has a footprint in the Middle East and Asia, where it has filter tow distribution centers which ensure security of supply to customers in these regions.

    Cautionary Statement

    The Notes have not been and will not be registered under the U.S. Securities Act of 1933 (as amended, the “U.S. Securities Act”), or the securities laws of any other jurisdiction, and, unless so registered, may not be offered or sold except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the U.S. Securities Act and the securities laws of any other applicable jurisdiction. Accordingly, the Notes are being offered and sold only to qualified institutional buyers (as defined in Rule 144A under the U.S. Securities Act) in reliance on Rule 144A under the U.S. Securities Act and in offshore transactions to non-U.S. persons outside of the United States (in each case, as defined in Regulation S under the U.S. Securities Act) in reliance on Regulation S under the U.S. Securities Act. 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.

    The Notes are not intended to be offered, sold or otherwise made available to and should not be offered, sold or otherwise made available to any retail investor in the European Economic Area (“EEA”). For these purposes, a retail investor means a person who is one (or more) of (i) a retail client as defined in point (11) of Article 4(1) of Directive 2014/65/EU (as amended, “MiFID II”), (ii) a customer within the meaning of Directive (EU) 2016/97 (as amended, the “Insurance Distribution Directive”), where that customer would not qualify as a professional client as defined in point (10) of Article 4(1) of MiFID II or (iii) not a qualified investor as defined in the Regulation (EU) 2017/1129 (as amended, the “Prospectus Regulation”). The offer and sale of the Notes in any Member State of the EEA will be made pursuant to an exemption under the Prospectus Regulation from the requirement to publish a prospectus for offers of the Notes. This press release 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 Prospectus Regulation.

    The Notes are not intended to be offered, sold or otherwise made available to and should not be offered, sold or otherwise made available to any retail investor in the United Kingdom. For these purposes, a retail investor means a person who is one (or more) of (i) a retail client, as defined in point (8) of Article 2 of Regulation (EU) No 2017/565 as it forms part of domestic law by virtue of the European Union (Withdrawal) Act 2018 (“EUWA”), (ii) a customer within the meaning of the provisions of the Financial Services and Markets Act 2000 (as amended, “FSMA”) and any rules or regulations made under the FSMA to implement the Insurance Distribution Directive, where that customer would not qualify as a professional client, as defined in point (8) of Article 2(1) of Regulation (EU) No 600/2014 as it forms part of domestic law by virtue of the EUWA or (iii) not a qualified investor as defined in Article 2 of the Prospectus Regulation as it forms part of domestic law by virtue of the EUWA (the “UK Prospectus Regulation”). The offer and sale of the Notes in the United Kingdom will be made pursuant to an exemption under the UK Prospectus Regulation from the requirement to publish a prospectus for offers of the Notes. This press release 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 UK Prospectus Regulation.

    This press release is being distributed only to, and is directed only at, persons who are “qualified investors” (as defined in the UK Prospectus Regulation) who are (i) persons having professional experience in matters relating to investments falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (as amended, the “Order”), (ii) high net worth entities falling within Article 49(2)(a) to (d) of the Order or (iii) persons to whom it would otherwise be lawful to distribute them, all such persons together being referred to as “Relevant Persons.” In the United Kingdom, the Notes are only available to, and any invitation, offer or agreement to subscribe, purchase or otherwise acquire such Notes will be engaged in only with, Relevant Persons. Any investment or investment activity to which this press release relates is available only to Relevant Persons and will be engaged in only with Relevant Persons. Any person in the United Kingdom that is not a Relevant Person should not act or rely on this press release or its contents.

    MiFID II/UK MiFIR professionals/ECPs-only/No PRIIPs KID – Manufacturer target market (MiFID II/UK MiFIR product governance) is eligible counterparties and professional clients only (all distribution channels). No PRIIPs key information document (KID) has been prepared as not available to retail in EEA or UK.

    Forward-Looking Statements

    This press release may include forward-looking statements. These forward-looking statements include, but are not limited to, all statements other than statements of historical facts contained in this press release, including, without limitation, those regarding the Group’s intentions, beliefs or current expectations concerning, among others, the Group’s future financial conditions and performance, results of operations and liquidity, the Group’s strategy, plans, objectives, prospects, growth, goals and targets, future developments in the markets in which the Group participates or is seeking to participate and anticipated regulatory changes in the industry in which the Group operates. These forward-looking statements can be identified by the use of forward-looking terminology, including the terms “aim,” “anticipate,” “believe,” “continue,” “could,” “estimate,” “expect,” “forecast,” “guidance,” “intend,” “may,” “plan,” “project,” “should” or “will” or, in each case, their negative, or other variations or comparable terminology.

    By their nature, forward-looking statements involve known and unknown risks, uncertainties and other factors because they relate to events and depend on circumstances that may or may not occur in the future. Readers are cautioned that forward-looking statements are not guarantees of future performance and that the Group’s actual financial condition, results of operations and cash flows, and the development of the industry in which it operates, may differ materially from (and be more negative than) those made in, or suggested by, the forward-looking statements contained in this press release. In addition, even if the Group’s financial condition, results of operations and cash flows, and the development of the industry in which it operates, are consistent with the forward-looking statements contained in this press release, those results or developments may not be indicative of results or developments in subsequent periods.