THIS ANNOUNCEMENT IS FOR INFORMATIONAL PURPOSES ONLY, AND DOES NOT CONSTITUTE OR FORM PART OF ANY OFFER OR INVITATION TO SELL OR ISSUE, OR ANY SOLICITATION OF AN OFFER TO PURCHASE OR SUBSCRIBE FOR, ANY SECURITIES OF Merlin Entertainments plc. NOT FOR RELEASE, DISTRIBUTION OR PUBLICATION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR INTO AUSTRALIA, CANADA, JAPAN, THE REPUBLIC OF SOUTH AFRICA, THE UNITED STATES OF AMERICA OR ANY OTHER JURISDICTION IN WHICH IT WOULD BE UNLAWFUL TO DO SO. PLEASE SEE THE IMPORTANT NOTICE AT THE END OF THIS ANNOUNCEMENT.
FOR IMMEDIATE RELEASE
10 May 2018
Merlin Entertainments plc
Merlin Entertainments plc completes its offering of its $400 million 5.75% senior notes due 2026
Merlin Entertainments plc ("Merlin" or the "Company"), today announces that it has closed its offering (the "Offering") of $400 million aggregate principal amount of U.S. dollar denominated 5.75% senior notes due 2026 (the "Notes"). The Notes bear interest at an annual rate of 5.75% and were issued at 100% of their nominal value.
The Notes were offered in a private placement and there will be no public offering of the Notes. The Notes were offered and sold only to qualified institutional buyers in accordance with Rule 144A under the U.S. Securities Act of 1933, as amended (the "U.S. Securities Act") and to non-U.S. persons outside the United States in accordance with Regulation S under the U.S. Securities Act.
Proceeds of the issuance were used to repay the two term loans, and reduce the drawing on the revolving credit facility, referred to in the announcement of 19 April 2018. Following the transaction, Merlin's facilities are therefore as follows:
· £600 million multi-currency revolving credit facility maturing in April 2023;
· €700 million of notes maturing in March 2022;
· $400 million of notes maturing in May 2026.
Anne-Francoise Nesmes, Chief Financial Officer of Merlin, said:
"We are pleased to announce the successful completion of the refinancing, which included our debut US bond offering. Our new financing structure improves our cash efficiency and extends our debt maturity profile, with our overall financing costs unchanged. We welcome the support that we have received from both the bond and bank markets, reflecting continued investor confidence in our business".
Lazard & Co., Limited provided independent advice to Merlin in relation to the refinancing.
This press release shall not constitute an offer of securities for sale in the United States or any other jurisdiction. The securities have not been, and will not be, registered under the U.S. Securities Act or the securities laws of any state of the United States or any other jurisdiction and the securities 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 U.S. Securities Act and applicable state or local securities laws.
This announcement is for information purposes only and is directed only at persons who are: (1) located outside the United States and are (a) persons in member states of the European Economic Area (the "EEA") who are qualified investors (as defined in EU Prospectus Directive 2003/71/EC (as amended, including by EU Directive 2010/73/EU to the extent implemented in the relevant member state); (b) persons in the United Kingdom who are qualified investors and who are (i) investment professionals falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the "Order"); or (ii) persons falling within Article 49(2) (a) to (d) ("high net worth companies, unincorporated associations, etc.") of the Order; or (iii) persons to whom it may otherwise be lawfully communicated or (2) reasonably believed to be "qualified institutional buyers" (as defined in Rule 144A under the U.S. Securities Act) (all such persons in (1) and (2) together being referred to as "relevant persons"). This announcement must not be acted on or relied on by persons who are not relevant persons. Any investment or investment activity to which this announcement relates is available only to relevant persons and will be engaged in only with relevant persons.
This announcement contains inside information within the meaning of Regulation (EU) No 596/2014 of 16 April 2014 on market abuse.