TRESU Q3 2023 Financial Report
TRESU
Overview of key amendments to Terms and Conditions - see Notice for Written
Procedure for full overview of amendments
Maturity extension
Extension of the Final Maturity Date from 2 January 2025 to 4 January 2027.
Payment of Interest to be made subject to liquidity threshold:
1.
Payment of Interest
Restriction on distributions
Sales process, Exit and Bondholders' Committee
Sponsor involvement
Conditions precedent for approval of amendments
2.
a minimum Available Liquidity of the Group of (i) DKK 112,000,000 prior to repayment and cancellation of the revolving credit facility under the Super Senior RCF and (ii) DKK
75,000,000 after repayment and cancellation of the revolving credit facility under the Super Senior RCF calculated pro-forma by deducting the amount of Interest to be paid on the
relevant Interest Payment Date; and
distributable equity of TRESU A/S being equal to or higher than the amount of Interest to be paid.
Any interest which is not paid in cash shall be settled by issuance of interest bonds to be paid on the Final Maturity Date.
Available Liquidity to be defined as any cash and cash equivalent investments plus any amount available under the Super Senior RCF for cash drawings.
No distributions or other payments from the Group to be allowed prior to an Exit unless permitted pursuant to Senior Finance Documents (as defined in the Terms and Conditions).
Bondholders' Committee consisting of three members to be established and elected bi-annually based on the Bondholders with the highest Adjusted Nominal Amount of Bonds.
Bondholders' Committee to be authorised to require that the Issuer (who shall be allowed to delegate such requirement to Altor) appoints an investment bank and initiates a formal
sales process of Tresu A/S (an "Exit").
Any Exit or any redemption as a result of receipt of any other amounts available or becoming available (including from any claims against third parties) to the Issuer shall, subject to full
repayment and cancellation of the Super Senior RCF, be approved by the Bondholders' Committee unless the Bondholders are redeemed at a price equal to 103 per cent. of the
Nominal Amount. The Bondholders' Committee shall be prohibited from approving an Exit or redemption that would be more favorable to some Bondholders than others.
No repayments of the Nominal Amount of the Bonds will be made until the Super Senior RCF and the Super Senior Term Loan have been repaid and cancelled in full.
Altor has communicated that Altor will continue being involved in the management of the Group until an Exit.
The Chief Executive Officer of the Group, Stephan Plenz, has communicated his intention to remain Chief Executive Officer until an Exit.
The amendment of the Terms and Conditions shall be subject to customary conditions precedent and the following additional requirements:
New Super Senior Loan ("ssLoan")
Amendment of Super Senior RCF
A new super senior loan (ranking junior only to the revolving credit facility provided by Nykredit but ranking senior to the Bonds) of up to DKK 75 million with a Payment-in-Kind interest
of 10% per annum and maturity on 14 December 2026 shall be established (the "Super Senior Term Loan") pursuant to the Super Senior RCF.
Amendment of the Super Senior RCF to (a) extend the maturity date of the Super Senior RCF until 30 November 2026; (b) establish the Super Senior Term Loan; and (c) allow for the
extension of the maturity date of the Bonds.
Amendment of Guarantee Facility
Amendment of the existing Guarantee Facility of DKK 50m to extend the maturity date until 30 November 2026.
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