Investor Presentation
Summary of Senior Secured Notes terms & conditions
Subsequent notes issue of EUR 40m
Issuer
Status
Security
Minimum guarantor coverage
Volume
Coupon
Final Maturity Date
Use of proceeds
Polygon AB (publ)
Senior Secured Notes
First priority security over, inter alia, shares in the Issuer and certain subsidiaries and certain future and current intra group loans
85.00% of Group EBITDA
Subsequent notes issue of EUR 40m. Initial notes issue of EUR 210m.
4.00%, payable semi-annually on 10 April and 10 October each year
23 February 2023 (5.0 years from the First Issue Date)
"
Subsequent notes issue to be used for general corporate purposes (including acquisitions)
Call structure
Special redemption
Change of control
Make whole until (but excluding) 23 February 2020 at 102% of the nominal amount plus remaining interest payments until the first call date
Thereafter callable at 102%, 101%, 100.5% and 100% (24/36/48/54 months from the first issue date) of the nominal amount
Option to call all outstanding notes or up to 40% of the nominal amount at 101.6% of the nominal amount in case of an equity listing or change
of control event prior to 23 February 2020
Such redemption shall take place within 170 days (in case of a full redemption) or 180 days (in case of a partial redemption) of the date of (i) the
closing of an IPO Event and/or (ii) the occurrence of a Change of Control, as the case may be
The Sponsor (as defined in the terms and conditions) (directly or indirectly) ceases to own more than 50% of the shares and votes of the Issuer
Investor put at 101% of the nominal amount (no later than 150 days from the notice of a change of control event)
Incurrence test:
Financial undertakings
-
Net Interest Bearing Debt / Group EBITDA: <3.75x
General undertakings and other key terms
(exemptions and definitions set out in the
terms and conditions)
Listing / Governing law
Sole Bookrunner
Dividend restrictions: Other than up to EUR 250,000 p.a. for service fees or administration costs, no dividends or distributions prior to an equity
listing. Post an equity listing, the Issuer may make distributions of up to 50% of group's consolidated net profit (carry forward)
Nature of business: No substantial changes to the general nature of the business of the group
Indebtedness restriction: Ratio debt subject to Incurrence Test
Pledge restrictions: Negative pledge save for permitted catalogue
Cross payment default and cross acceleration: In relation to other financial indebtedness in excess of EUR 2m, and subject to a 10 days' remedy
period
Information undertakings: Standard reporting requirements (quarterly and annual financial statements)
On Nasdaq Stockholm within 20 days, Swedish law
Nordea
Source: Company information
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