Investor Presentation
Transaction overview
Subsequent notes issue of EUR 40m
TRANSACTION SUMMARY
The net proceeds of the subsequent notes issue of EUR 40m will be applied towards financing (i) acquisitions and (ii) general corporate purposes of the Group (GCP)
Soliciting consents from noteholders to exceed (one time waiver) current level of the incurrence test at 3.75x (incurrence test measured on a net basis however excludes any cash proceeds from the tap issue)
Issued under existing framework, the obligations under the subsequent notes will share security and guarantees with the existing notes and the super senior revolving credit facility ("SSRCF") as well as hedging
providers in accordance with the terms of an intercreditor agreement (the "Intercreditor Agreement"). The security package consists of pledges over shares in the issuer and in certain subsidiaries and intercompany
loans, and guarantees from subsidiaries. The SSRCF, the hedging arrangements and the Notes (including the subsequent notes) will be arranged such that the SSRCF and the hedging arrangements will receive
proceeds distributable under the Intercreditor Agreement before the Notes.
The pro forma net debt/LTM PF Q3-2019 Group EBITDA is 3.6x¹)
Sources
SOURCES AND USES
EURM
Uses
EURM
Acquisitions and GCP
39
0
Transaction costs
40
Total uses
Subsequent SSN
40
Cash on balance
Total sources
PRO FORMA CAPITALISATION
GROUP STRUCTURE
Triton
Fund III
Co-investor
1
Muha
Luxco S.à r.l.
Weber
40
Muha No. 2 Luxco
S.à r.l.
Management/
Co-investor
Polygon Holding
AB
Pre-transaction
Post-transaction
Restricted group
EURM
XEBITDA
EURM
XEBITDA
EUR 210m
SSN
EUR 40m
Polygon AB
SSN Tap
Senior Secured Notes
210
3.6x
210
3.6x
SSN tap issue
40
0.7x
EUR 40m
SSRCF
Polygon
International AB
Total SSN
210
3.6x
250
4.3x
Financial leases
3
0.1x
3
0.1x
Subsidiaries
Pledged subsidiaries
Net cash on balance²)
-6
-0.1x
-45
-0.8x
Net Debt
207
3.5x
208
3.6x
Current management and BoD's together owns c. 15% while Triton Fund III owns c. 85% of ordinary equity
Note: 1) Based on LTM PF Q3-2019 Group EBITDA of EUR 58.5m. Pro forma adjustments consist of contribution from acquisitions, as defined in Terms and conditions, 2) Net of SSRCF drawings of EUR 6m estimated at settlement of the notes
Source: Company information
TRANSACTION OVERVIEW | POLYGON 7View entire presentation