Transcom Holding AB (publ) announces settlement of consent solicitation and exchange offer for all of its Senior Secured Floating Rate Notes due 2026
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION TO ANY PERSON LOCATED OR RESIDENT IN ANY OTHER JURISDICTION WHERE IT IS UNLAWFUL TO DO SO. PLEASE SEE THE IMPORTANT NOTICES AT THE END OF THIS ANNOUNCEMENT.
Stockholm, Sweden – December 19, 2025. Transcom Holding AB (publ) (the “Company”) announces today the settlement (the “Settlement Date”) of the exchange offer (the “Exchange Offer”) to exchange any and all of its €380.0 million in aggregate principal amount of its outstanding Senior Secured Floating Rate Notes due 2026 (the “Existing Notes”), and the related solicitation of consents (the “Consent Solicitation”) upon the terms and conditions set forth in the confidential consent solicitation and exchange offer memorandum dated November 17, 2025 (the “Consent Solicitation and Exchange Offer Memorandum”). Eligible Holders were asked to submit consent and exchange instructions (the “Instructions”) to tender for exchange all Existing Notes held by them for new Senior Secured Floating Rate Notes due 2030 (ISIN: XS3241216848 (144A), XS3241216418 (Reg S)) (the “New Notes”) and to vote in favor of certain proposed amendments (the “Proposed Amendments”) to the indenture dated June 18, 2021 (the “Existing Indenture”).
Following the Settlement Date, the aggregate principal amount of New Notes outstanding is €322,320,000 and the aggregate principal amount of Existing Notes outstanding is €1,100,000.
The occurrence of the Settlement Date was subject to the receipt of valid Instructions from Eligible Holders to consent to the Proposed Amendments and exchange their Existing Notes or abstain that have not been validly withdrawn from not less than 90% of the aggregate principal amount of the Existing Notes at or prior to the Expiration Time, which has been exceeded, and to certain other conditions as described in the Consent Solicitation and Exchange Offer Memorandum, which have been satisfied.
Eligible Holders who validly submitted their Instructions at or prior to the Early Tender Deadline were eligible to receive, in exchange for each €1,000 principal amount of Existing Notes validly tendered for exchange (and not validly withdrawn) (and subject to the required minimum denomination), €850 in principal amount of New Notes and €150 of cash (collectively, the “Early Tender Consideration”) and the Early Consent Fee of €5 of cash, plus accrued and unpaid interest on the Existing Notes up to, but not including, the Settlement Date, paid in cash. Eligible Holders who validly submitted their Instructions (or submitted an abstention instruction, as applicable) after the Early Tender Deadline but at or prior to the Expiration Time were not eligible to receive the Early Tender Consideration, but were eligible to receive, in exchange for each €1,000 principal amount of Existing Notes validly tendered for exchange (and not validly withdrawn) (and subject to the required minimum denomination), €1,000 in principal amount of New Notes, plus accrued and unpaid interest up to, but not including, the Settlement Date, paid in cash.
Because the Company received consents of holders representing at least 90% of the outstanding aggregate principal amount of the Existing Notes having been validly tendered (and not validly withdrawn), the Company and U.S. Bank Trustees Limited as trustee and security agent under the Existing Indenture executed supplemental indentures (each, a “Supplemental Indenture”), which implement the Proposed Amendments. The Proposed Amendments (i) released all liens in the collateral securing the obligations under the Existing Indenture, the Existing Notes and the guarantees of the Existing Notes (and removed any related obligations or events of default), (ii) released all the guarantees of the Existing Notes, (iii) extended the maturity date of the Existing Notes to January 31, 2031 and (iv) removed substantially all of the covenants and other obligations under the Existing Notes Indenture that can be removed with the consent of holders of not less than a majority, 80% and 90% of the principal amount of the Existing Notes then outstanding, respectively. Each Supplemental Indenture became operative at the Settlement Date.
The New Notes have separate ISINs and trade separately from the Existing Notes that the non-participating holders continue to hold. The New Notes were issued with a coupon of three-month EURIBOR, plus (i) from the Settlement Date to (and excluding) the first anniversary of the Settlement Date, 7.75% (of which up to 1.75% may be paid as PIK Interest (as defined in the Consent Solicitation and Exchange Offer Memorandum) at the Company’s option), (ii) from the first anniversary of the Settlement Date to (and excluding) the second anniversary of the Settlement Date, 9.25% (of which up to 3.25% may be paid as PIK Interest at the Company’s option) and (iii) from the second anniversary of the Settlement Date, 11.00% (of which up to 5.00% may be paid as PIK Interest at the Company’s option), in each case, payable quarterly in arrears, commencing on March 15, 2026. Interest on the New Notes accrues from the Settlement Date. The New Notes will mature on January 31, 2030.
This announcement is for informational purposes only and is neither an offer to purchase nor a solicitation of an offer to sell the New Notes.
Any term used in this announcement but not defined shall have the meaning given to it in the Consent Solicitation and Exchange Offer Memorandum.
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This announcement does not constitute or form part of, and should not be construed as, any offer for sale or subscription of, or solicitation or any offer to buy or subscribe for or otherwise acquire, any securities of the Company or any other entity, nor shall it or any part of it, nor the fact of its distribution, form the basis of, or be relied upon in connection with, or act as an inducement to enter into investment activity, contract, commitment or investment decision. You are urged to read the Consent Solicitation and Exchange Offer Memorandum in its entirety.
The securities referred to herein have not been and will not be registered under the U.S. Securities Act of 1933 (the “Securities Act”), or with any securities regulatory authority of any state or other jurisdiction of the United States. The securities may not be offered or sold in the United States, except pursuant to an applicable exemption from or in a transaction not subject to the registration requirements of the Securities Act and in compliance with any applicable securities laws of any state or other jurisdiction of the United States. In order to participate in the Consent Solicitation and the Exchange Offer, you must be either a (1) QIB (within the meaning of Rule 144A under the Securities Act) or (2) a non U.S. person (within the meaning of Regulation S under the Securities Act) and outside the U.S. The securities referred to herein are not intended to be offered, sold or otherwise made available to (i) any EEA retail investor (a person who is one or more of: (a) a retail client as defined in point (11) of Article 4(1) of Directive (EU) 2014/65 (as amended, “MiFID II”); (b)a customer within the meaning of Directive (EU) 2016/97, where that customer would not qualify as a professional client as defined in point (10) of Article 4(1) of MiFID II; or (c) not a qualified investor as defined in Regulation (EU) 2017/1129 (“Prospectus Regulation”)) or (ii) any U.K. retail investor (a person who is one or more of: (a) a retail client, as defined in point (8) of Article 2 of Regulation (EU) No 2017/565 as it forms part of domestic law by virtue of the European Union (Withdrawal) Act 2018 (as amended, the “EUWA”); (b) a customer within the meaning of the provisions of the FSMA and any rules or regulations made under the FSMA to implement Directive (EU) 2016/97, where that customer would not qualify as a professional client, as defined in point (8) of Article 2(1) of Regulation (EU) 600/2014 as it forms part of domestic law by virtue of the EUWA or (c) not a qualified investor as defined in Article 2 of Regulation (EU) 2017/1129 as it forms part of domestic law by virtue of the EUWA (“U.K. Prospectus Regulation”)). Consequently no key information document required by the PRIIPs Regulation or the U.K. PRIIPs Regulation for offering or selling the securities or otherwise making them available to retail investors in the EEA or in the U.K. has been or will be prepared and, therefore, offering or selling the securities or otherwise making them available to any retail investor in the EEA or the UK may be unlawful under the PRIIPS Regulation or the U.K. PRIIPs Regulation. The Consent Solicitation and Exchange Offer Memorandum has been prepared on the basis that any offer of securities in any member state of the EEA will be made pursuant to an exemption under the Prospectus Regulation from the requirement to publish a prospectus for offers of securities and in the U.K. will be made pursuant to an exemption under the U.K. Prospectus Regulation from the requirement to publish a prospectus for offers of securities. This Consent Solicitation and Exchange Offer Memorandum is not a prospectus for the purposes of the Prospectus Regulation or the U.K. Prospectus Regulation.Any offer of securities will be made pursuant to an exemption under the Prospectus Regulation and U.K. Prospectus Regulation to publish a prospectus. In addition, in the U.K., the Consent Solicitation and the Exchange offer is being directed only at (i) persons having professional experience in matters relating to investments falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended, (the “Order”), or (ii) high net worth entities falling within Article 49(2)(a) to (d) of the Order, or (iii) persons to whom it would otherwise be lawful to distribute to or direct at, all such persons together being referred to as “Relevant Persons.” This announcement must not be acted on or relied on in the U.K. by persons who are not Relevant Persons. Any investment or investment activity to which this announcement relates is available only to Relevant Persons or will be engaged in only with Relevant Persons.
Neither of the Company nor any of their respective affiliates or advisers are under any obligation to correct, update or keep current the information contained in this announcement or to publicly announce or inform you of the result of any revision to the statements made herein except where they would be required to do so under applicable law. This announcement is made on the express understanding that it does not contain all information that may be required to evaluate the Company. No part of this announcement, nor the fact of its distribution, should form the basis of, or be relied on in connection with, any contract or commitment or investment decision relating thereto, nor does it constitute a recommendation regarding the securities of the Company. The information and opinions in this announcement are not based upon a consideration of your particular investment objectives, financial situation or needs. No information in this announcement should be construed as providing financial, investment or other professional advice and should not be construed as such nor has it been approved by any regulatory or supervisory body. You must make your own independent assessment and investigations as you deem necessary. You are urged to seek independent legal, business, regulatory, accounting, tax and such professional advice as appropriate with regards to the contents of this announcement.
This announcement may include projections and other “forward-looking” statements within the meaning of applicable securities laws. Forward-looking statements are based on current expectations and involve a number of known and unknown risks, uncertainties and other factors that could cause the Company’s or its industry’s actual results, levels of activity, performance or achievements to be materially different from any future results, levels of activity, performance or achievements expressed or implied by such forward-looking statements. You should not place undue reliance on forward-looking statements and the Company does not undertake publicly to update or revise any forward-looking statement that may be made herein, whether as a result of new information, future events or otherwise.
About Transcom
Transcom provides AI and digitally enhanced customer experience (CX) services to some of the world's most ambitious brands. More than 300 clients globally, including disruptive e-commerce players, category redefining fintechs, and technology legends rely on us for on-, off-, and nearshoring services. Transcom’s over 30,000 employees work in 80+ contact centers and work-at-home networks across 29 countries, creating brilliant experiences in customer care, sales, content moderation and backoffice services. We help our clients drive their brands forward, customer satisfaction up and operating costs down. For more information, visit www.transcom.com.