New parent company of SGL International A/S successfully places new senior secured bonds of EUR 750 million

Company announcement from
SGL International A/S  

14 February 2023
Company announcement no. 64

SGL International A/S and its affiliates (“SGL” or the “Company”) hereby announces that a newly established BidCo (the “BidCo”) has, following a bookbuilding process, successfully placed EUR 750 million of senior secured bonds (the “Bond Issue” or the “New Bonds”) to qualified investors in the Nordics, Europe and the US. The New Bonds were issued at 98 per cent of par, will have a tenor of 5 years and carry a floating rate coupon of 3 months EURIBOR plus 675 basis points per annum. The transaction was well received by the market and generated strong demand from both existing and new investors, ultimately resulting in an oversubscribed book.

As announced on 6 February 2023, the shareholders of the existing parent company of SGL have entered into a share purchase agreement for the purpose of divesting the Company (the “Acquisition”) to funds managed by CVC Capital Partners (“CVC Funds”). Proceeds from the Bond Issue will alongside an equity contribution be used to finance the Acquisition and to finance transaction costs. Following the completion of the Acquisition, the BidCo will become the new parent company of SGL and act as issuer of the New Bonds.

The completion of the Acquisition is subject to BidCo successfully obtaining approval from applicable regulatory authorities.

Holders of the Company’s outstanding bonds with ISIN SE0013101219, SE0015810759, and NO0012441007 (the “Existing Bonds”) that have subscribed for the New Bonds will receive temporary bonds (the “Temporary Bonds”) until completion of the Acquisition takes place, after which the Temporary Bonds will be converted into regular New Bonds. In connection with completion of the Acquisition, the Existing Bonds will be redeemed in full.  

Settlement of the New Bonds, including the Temporary Bonds, is expected to take place on 2 March 2023.

Pareto Securities AB acted as Sole Global Coordinator and Bookrunner and Roschier Advokatbyrå AB acted as legal advisor in connection with the Bond Issue.

For further information about the Company, please contact:

SGL International A/S:

Claes Brønsgaard Pedersen, Global CFO

ir@scangl.com | (+45) 32 48 00 00

For further information about the exchange of existing bonds, please contact:

Pareto Securities in capacity of Sole Global Coordinator and Bookrunner:

Markus Wirenhammar, Head of Investment Banking

PSSundance@paretosec.com | (+46) 70 872 51 86

This information is information that SGL International A/S is obliged to make public pursuant to the EU Market Abuse Regulation and the Swedish Securities Market Act. The information was submitted for publication, through the agency of the contact person set out above, at 19:35 CET on 14 February 2023.