Proposed restructuring of the Aligera Holding AB (publ) group: Invitation for holders of bonds to participate in Super Senior Facility (SSF)

Reference is made to the press release published by Aligera Holding AB (publ) (the “Company” and the bankruptcy estate of the Company, the “Estate”) on
26 January 2018 and the press release published on the initiative of a group of the larger holders (named last in this press release) (the “Bondholder Committee”) of the Company’s SEK 500,000,000 senior secured bonds (ISIN SE0005933231) (the “Existing Bonds”) via Nordic Trustee & Agency AB (publ), the agent under the terms and conditions of the Bonds (the “Agent”), on 8 February 2018, in relation to the Restructuring (as defined below).

Summary

• The Bondholder Committee has on 15 February 2018 entered into a restructuring and lock-up agreement (the “Lock-up Agreement”) including a term sheet (the “Term Sheet”) in relation to the proposed restructuring of the Company’s assets, mainly the Company’s material subsidiaries (including the Guarantors under the Existing Bonds that for the time being have been put into voluntary liquidation with the trustee of the Estate appointed as liquidator) (the “Operating Companies”) and their wind turbines, (the “Restructuring”). Closing of the Restructuring is estimated to take place during the second quarter 2018.
• The parties to the Lock-up Agreement undertake to, inter alia, (i) vote in favour of the Restructuring in a written procedure intended to be initiated by 5 March 2018 at the latest; and (ii) not to sell their holdings of Existing Bonds during a lock-up period other than with a right of first refusal for the other parties and during an initial hard lock-up period only to the other parties.
• As part of the Restructuring, the Existing Bonds will be exchanged into equity and a reinstated bond (the “Reinstated Bond”) in a newly established special purpose vehicle in the form of a Swedish limited liability company (Sw. aktiebolag) (“NewCo”), that will acquire, inter alia, the shares in the Operating Companies from the Estate (subject to agreement on a share and loan purchase agreement with the Estate). The equity in NewCo will be allocated between the holders of Existing Bonds based on their pro rata holding of Existing Bonds but also depending on their participation in the SSF (as defined below).
• The Operating Companies will in connection to closing of the acquisition from the Estate, receive new cash funding through a super senior facility (the “SSF”). The SSF is fully underwritten by the Bondholder Committee.
• All holders of Existing Bonds who are, directly or indirectly, registered in the debt register for the Existing Bonds held with Euroclear Sweden AB on 28 February 2018 (the “First Record Date”) are hereby invited by the Bondholder Committee to participate in the SSF pro rata to its holding of Existing Bonds on the First Record Date.
• To ensure completion of the Restructuring and to stabilise the transaction process, subscription to participate in the SSF is made through: (a) signing of a combined subscription letter (to subscribe to participate in the SSF) and accession letter (to accede to the Lock-up Agreement) (the “Subscription/Accession Letter”); and (b) providing proof of holding of Existing Bonds on 28 February 2018 (the First Record Date).
• Any person who has undertaken to participate in the SSF may not sell its holding of Existing Bonds based on which it has subscribed to participate in the SSF and must provide proof of such holding (minimum) at the relevant record date for entitlement to allotment of the SSF (date to be communicated later in the process) (the “Second Record Date”).
• The subscription period to participate in the SSF is 19 February – 2 March 2018 (5 p.m. CET).

A copy of this press release has on this day been dispatched to the holders of Existing Bonds in accordance with the notice provisions in the terms and conditions for the Existing Bonds.

Copies of the Lock-Up Agreement, the Term Sheet and the Subscription/Accession Letter can be obtained from and including 19 February 2018 by contacting the Agent or Gernandt & Danielsson Advokatbyrå KB (“G&D”) (see contact details last in this press release), subject to providing proof of holding of Existing Bonds.

The Restructuring and the SSF

For a full description of the Restructuring and the main documents for the Restructuring (including the SSF), please refer to the Lock-up Agreement and Term Sheet. The Restructuring can be summarised as follows:

• a significant portion of the Existing Bonds shall be exchanged into equity (mandatory convertible instruments (Sv. konvertibler)) and the Reinstated Bond in NewCo. The remainder of the Existing Bonds shall remain as a claim by all holders of Existing Bonds against the Estate;
• NewCo will acquire the Operating Companies, any intragroup loans provided by the Company to the Operating Companies and potentially other assets from the Estate (subject to agreement on a share and loan purchase agreement with the Estate);
• NewCo and/or the Operating Companies will receive new cash funding through the SSF;
• the Reinstated Bond will rank below the SSF but before the equity and will be allocated to all holders of Existing Bonds based on their pro rata holding of Existing Bonds;
• the SSF will consist of a MSEK 40 super senior facility (that may wholly or partially be construed as a UCITS investor compliant bond) with an original issue discount (OID) of 12.5 per cent., providing a cash funding of MSEK 35 to NewCo and/or the Operating Companies (with headroom for an additional MSEK 10, uncommitted on the same terms). The SFF will have cash interest of 7.5 per cent. and a term of 36 months. Further, the SFF will entitle to a preference return of 20 percent of MSEK 40 in the event of a sale of substantially all assets or a majority of the shares in NewCo/the Operating Companies. The SSF will be fully underwritten by the Bondholder Committee with an underwriters fee of 5 per cent.;
• both the Reinstated Bond and the SSF will be secured with priority for the SSF. The SSF’s preference return will rank behind the Reinstated Bond but ahead of any other future unsecured indebtedness of NewCo;
• the equity in NewCo will be split between all holders of Existing Bonds. Those holders of Existing Bonds that contribute to the SSF will share 70 per cent. (63 per cent. if management incentive shares) of the equity in NewCo pro rata to their SSF contribution. Holders of Existing Bonds who does not participate in the SSF will share the remaining 30 per cent. (27 per cent. if management incentive shares) of the equity pro rata to their holding of Existing Bonds. There will be a possibility to issue shares to management corresponding to maximum 10 per cent. of the equity (pro forma on a fully diluted basis considering the convertibles unless already booked as equity). The holding of equity in NewCo will be governed by a standard term shareholders’ agreement including drag-along, tag-along and pre-emption rights, etc. and the receipt of equity by the holders of Existing Bonds is subject to the entry into such shareholders’ agreement;
• the intention is to initiate an exit through a private sale or public listing of NewCo or the Operating Companies or a sale of NewCo’s and/or the Operating Companies’ assets no later than 30 months after the first utilisation date under the SSF;
• Robus (as defined below) has, upon the request of the trustee of the Estate, offered a bridge facility to the Operating Companies to bridge urgent financing needs of the Operating Companies (to be used for maintenance and repair work on the wind turbines and to stabilise cash flow) before the Restructuring is completed (the “Bridge Facility”), subject to the provision of security over certain assets by the Operating Companies. The Bridge Facility is subject to negotiation and agreement with the trustee of the Estate and will, to the extent provided, be rolled-over to the SSF upon the first utilisation date under the SSF;
• Robus may through its participation in the SSF and its holding of Existing Bonds become a majority owner of NewCo and will as such take an active role in the development of NewCo and its assets;
• Closing of the Restructuring is estimated to take place during the second quarter 2018.

How to participate in the SSF

All holders of Existing Bonds who are, directly or indirectly, registered in the debt register for the Existing Bonds held with Euroclear Sweden AB on 28 February 2018 (the First Record Date) are hereby invited to participate in the SSF pro rata to their holding of Existing Bonds at the First Record Date. There is no right to over subscription or over allotment.

Subscription to participate in the SSF can be made during the period
19 February – 2 March 2018 (5 p.m. CET) in accordance with the instructions set out below.

To subscribe to participate in the SSF, the following actions must be taken:

i) sign the Subscription/Accession Letter (authorised signature by the beneficial holder of the Existing Bonds or any person (entity or individual) with authority to manage and act in relation to the holding of such beneficial holder);
ii) provide proof of holdings of Existing Bonds on 28 February 2018 (the First Record Date); and
iii) send the signed Subscription/Accession Letter and the statement of holdings of Existing Bonds on 28 February 2018 (the First Record Date) to G&D in accordance with the instructions in the Subscription/Accession Letter so that it is received by G&D no later than 2 March 2018, 5 p.m. CET.

Detailed instructions on how to subscribe to participate in the SSF are set out in the Subscription/Accession Letter, which can be obtained from and including 19 February 2018 by contacting the Agent or G&D (see contact details last in this press release), subject to providing proof of holding of Existing Bonds. The Subscription/Accession Letter will constitute an irrevocable and binding commitment to participate in the SSF and the subscriber will in the Subscription/Accession Letter guarantee, inter alia, that it has sufficient funds to cover its pro rata share of the SSF.

Closing of the Restructuring is estimated to take place during the second quarter 2018 and allotment of the SSF will take place on or around such time. For the avoidance of doubt, any person who has undertaken to participate in the SSF may not sell its Existing Bonds held on 28 February 2018 (the First Record Date) (based on which it has subscribed to participate in the SSF) and must provide proof of such holding (minimum) as per the Second Record Date to be entitled to participate in and receive allotment in the SSF.

Any person acceding to the Lock-up Agreement will become a party to the Lock-up agreement and undertake not to sell its holdings of Existing Bonds as per 28 February 2018 during a lock-up period other than with a right of first refusal for the other parties and during an initial hard lock-up period only to the other parties.

Allotment of SSF

The facility amount under the SSF (i.e., commitment of MSEK 35 considering the OID) shall be allotted between all holders of Existing Bonds who have duly committed to participate in the SSF pro rata to their holdings of Existing Bonds on 28 February 2018 (the First Record Date) provided that their holding is kept at the Second Record Date. If the facility amount under the SSF is not fully subscribed for by holders of Existing Bonds, the remaining part of the facility amount shall be allocated between the Bondholder Committee as underwriters of the SSF according to the terms and conditions of the underwriting agreement between the Bondholder Committee and NewCo.

Time Table

The Bondholder Committee

On the day of this press release, the Bondholder Committee jointly represents over 60 per cent. of the total nominal amount of the Existing Bonds and are constituted by the following beneficial holders/representatives of beneficial holders: Prime Capital Debt SCS SICAV-FIS Robus Recovery Sub-Fund (a fund managed by Robus Capital Management Ltd.) (“Robus”), JRS Asset Management AB, LMK Forward AB and LMK-Stiftelsen.

About this press release

This press release has been prepared and communicated on the sole initiative of the Bondholder Committee.

The Agent is not responsible for the content of this press release and the Restructuring is presented to the holders of Existing Bonds by the Bondholder Committee, without any evaluation, advice or recommendations from the Agent whatsoever.

Contact details and more information

For further information in relation to the Restructuring and to retrieve copies of the Lock-up Agreement, the Term Sheet and the Subscription/Accession Letter, please contact:

Gernandt & Danielsson Advokatbyrå KB

Mikael Borg                                   Caroline Jägenstedt Wikman
Telephone: +46 8 670 66 44            Telephone: +46 8 670 66 36
E-mail: mikael.borg@gda.se           Email: caroline.j.wikman@gda.se
 

For general matters regarding the Existing Bonds and to retrieve copies of the Lock-Up Agreement, the Term Sheet and the Subscription/Accession Letter, please contact:

Nordic Trustee & Agency AB (publ)
Christoffer Andersson, CEO
Telephone: + 46 8 783 79 00
E-mail: sweden@nordictrustee.com

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