Transcom Holding AB (publ) announces the pricing of a private placement of its senior secured floating rate notes
Stockholm, Sweden – January 19, 2024. Transcom Holding AB (publ) (“Transcom") has today entered into a private placement (“Private Placement”) pursuant to which it intends to issue €65.0 million in aggregate principal amount of Senior Secured Floating Rate Notes due 2026 (the “Notes”), which have the same terms as its existing senior secured floating rate notes, to certain institutional investors at an issue price of 99.51%. The Private Placement is expected to close on or about February 2, 2024, and is subject to customary closing conditions.
Transcom will use the net proceeds of the Notes (i) to repay in full the outstanding drawings under its revolving credit facility, (ii) to fund cash on Transcom’s balance sheet and (iii) to pay fees and expenses incurred in connection with the Private Placement and the use of proceeds therefrom.
Q4 2023 and FY 2023 Outlook
During the quarter, we saw continued wins of new contracts and a continued low client churn; however, we experienced soft consumer sentiment specifically in the eCommerce & Tech sectors, which drove lower revenue from existing contracts compared to the same period in previous years. Revenue is estimated at €190 million for the fourth quarter of 2023 (-1% growth), and €737 million for the full fiscal year, representing 3% growth. We are expecting this trend in consumer sentiment to continue in the first half of 2024.
EBITDA margin is expected to remain stable, with an expected €25 million of EBITDA excluding non-recurring items for the fourth quarter of 2023 and €96 million for the full fiscal year. We initiated a cost optimization program to further improve profitability. We are expecting our EBITDA margin to continue improving, driven by a shoring mix shifting toward higher margin off- and nearshore locations, the cost optimization program, and continued operational excellence.
Note: The information presented above is derived from preliminary management accounts and internal estimates. It has not been audited, reviewed or verified by our auditors and undue reliance should not be placed thereon. This information is preliminary and subject to change. Consequently, we may report results that are different from this information.
For further information, please contact
Jonas Dahlberg, President & CEO
Phone: +46 (0)70 347 23 83, email: Jonas.dahlberg@transcom.com
Snejana Koleva, Chief Financial Officer
Phone: + 46 (0)70 508 3830, email: snejana.koleva@transcom.com
Helene Ruda, Head of Group Communications
Phone: +46 (0) 70 311 7560, email: helene.ruda@transcom.com
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 over 90 contact centers and work-at-home networks across 28 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.
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This announcement is not an offer of securities for sale in the United States. The Notes may not be sold in the United States unless they are registered under the U.S. Securities Act of 1933, as amended (the “Securities Act”) or are exempt from registration. The offering of Notes described in this announcement and any related guarantees has not been and will not be registered under the Securities Act, and accordingly any offer or sale of Notes and such guarantees may be made only in a transaction exempt from the registration requirements of the Securities Act. The Notes have been offered in this Private Placement only to outside the United States in accordance with Regulation S under the Securities Act. No money, securities or other consideration is being solicited, and, if sent in response to the information contained herein, will not be accepted.
It may be unlawful to distribute this announcement in certain jurisdictions. This announcement is not for distribution in Canada, Japan or Australia. Persons into whose possession this announcement comes should inform themselves about and observe any such restrictions. Any failure to comply with these restrictions may constitute a violation of the securities laws of any such jurisdiction. The information in this announcement does not constitute an offer of securities for sale in Canada, Japan or Australia.
Promotion of the Notes in the United Kingdom is restricted by the Financial Services and Markets Act 2000 (the “FSMA”), and accordingly, the Notes are not being promoted to the general public in the United Kingdom. This announcement is for distribution only to, and is only directed at, persons who (i) are outside the United Kingdom (ii) are investment professionals as defined within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the “Order”); (iii) are persons falling within Article 49(2)(a) to (d) of the Order or (iv) are persons to whom an invitation or inducement to engage in investment activity (within the meaning of Section 21 of the FSMA) in connection with the issue or sale of any securities may otherwise lawfully be communicated or caused to be communicated (all such persons together being referred to as “relevant persons”). This announcement is directed only at relevant persons and must not be acted on or relied on by anyone who is not a relevant person.
In addition, if and to the extent that this announcement is communicated in, or the offer of securities to which it relates is made in, any EEA member state, this announcement and the offering of any securities described herein are only addressed to and directed at persons in that member state who are “qualified investors” within the meaning of the Prospectus Regulation or in any other circumstances falling within Article 1(4) of the Prospectus Regulation (or who are other persons to whom the offer may lawfully be addressed) and must not be acted on or relied on by other persons in that member state. The offer and sale of the Notes will be made pursuant to an exception under the Prospectus Regulation from the requirement to produce a prospectus for offers of securities. This announcement does not constitute a prospectus within the meaning of the Prospectus Regulation or an offer to the public. The expression “Prospectus Regulation” means Regulation (EU) 2017/1129.
The securities are not intended to be offered, sold or otherwise made available to and should not be offered, sold or otherwise made available to any retail investor in the EEA. For these purposes, a retail investor means a person who is one (or more) of: (i) a retail client as defined in point (11) of Article 4(1) of Directive 2014/65/EU (as amended, “MiFID II”) or (ii) a customer within the meaning of Directive 2016/97/EU (as amended), where that customer would not qualify as a professional client as defined in point (10) of Article 4(1) of MiFID II. Consequently, no key information document required by Regulation (EU) No 1286/2014 (as amended, the “PRIIPs Regulation”) for offering or selling the securities or otherwise making them available to retail investors in the EEA has been prepared and therefore offering or selling the securities or otherwise making them available to any retail investor in the EEA may be unlawful under the PRIIPS Regulation.
If and to the extent that this announcement is communicated in, or the offer of securities to which it relates is made in, the UK, this announcement and the offering of any securities described herein are only addressed to and directed at persons in the UK who are “qualified investors” within the meaning of the UK Prospectus Regulation or in any other circumstances falling within Article 1(4) of the UK Prospectus Regulation (or who are other persons to whom the offer may lawfully be addressed) and must not be acted on or relied on by other persons in the UK. The offer and sale of the Notes will be made pursuant to an exception under the UK Prospectus Regulation from the requirement to produce a prospectus for offers of securities. This announcement does not constitute a prospectus within the meaning of the UK Prospectus Regulation or an offer to the public. The expression “UK Prospectus Regulation” means Regulation (EU) 2017/1129 as it forms part of domestic law by virtue of the European Union (Withdrawal) Act 2018 (“EUWA”).
The securities are not intended to be offered, sold or otherwise made available to and should not be offered, sold or otherwise made available to any retail investor in the United Kingdom (“UK”). For these purposes, a retail investor means a person who is one (or more) of: (i) 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 EUWA; or (ii) 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) No 600/2014 as it forms part of domestic law by virtue of the EUWA. Consequently no key information document required by Regulation (EU) No 1286/2014 as it forms part of domestic law by virtue of the EUWA (the “UK PRIIPs Regulation”) for offering or selling the securities or otherwise making them available to retail investors in the UK has been prepared and therefore offering or selling the securities or otherwise making them available to any retail investor in the UK may be unlawful under the UK PRIIPs Regulation.
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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 Issuer’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 Issuer 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.