YA Holding enters into a refinancing arrangement including a write-down of its outstanding bond loan and initiates a written procedure and YrkesAkademin AB requests plan negotiation
As announced through press releases on 4 September 2023 and 12 December 2023, YA Holding AB’s (publ) (“YA Holding” or the “Company”) subsidiary YrkesAkademin AB is under corporate restructuring (Sw. företagsrekonstruktion) (the “Corporate Restructuring”). YA Holding has today decided to approve an agreement with a committee of bondholders (the “Bondholders’ Committee”) under the Company’s outstanding senior secured bonds with ISIN SE0016831150 (the “Existing Bonds”) about, among other things, a refinancing arrangement entailing a restructuring of the capital structure and certain liabilities in the Company (the “Refinancing Arrangement”) in order to secure the continued operation of the business in the group, to create long-term sustainable conditions, and to preserve the business, jobs and training places.
The Bondholders’ Committee represents approximately 64.8 per cent of the adjusted nominal amount under the Existing Bonds and the agreement with the Bondholders’ Committee essentially entails (i) a write-down of the Existing Bonds (including accrued unpaid interest) to SEK 115 million and approval of certain amendments to the terms and conditions of the Existing Bonds originally dated 17 December 2021 (as amended from time to time, the “Existing Bond Terms”), (ii) that the bondholders approve certain waivers of the Existing Bond Terms, (iii) an offer to all holders of the Existing Bonds to, through subscription of new bonds and shares, participate in new financing of SEK 100 million, which is intended to be contributed to YA Holding following the completion of the Corporate Restructuring (when capital need arises) (the “New Financing”), (iv) entering into a new shareholders’ agreement for the bondholders participating in the New Financing, and (v) an internal restructuring of certain companies in the group in order to achieve a more efficient structure (together the “Amendment Proposals”).
The instruments relating to the New Financing shall be issued through a newly formed holding company with a total nominal amount of SEK 100 million. The newly formed holding company is intended to assume ownership of all shares in YA Holding in connection with the completion of the Refinancing Arrangement. Participation in the New Financing will be offered those who are holders of the Existing Bonds on the record date of 1 March 2024. The issuance of the instruments in the New Financing is fully underwritten by certain members of the Bondholders’ Committee and the net proceeds from the issuance of the New Financing shall be used to, inter alia, finance the proposed composition payment in the Corporate Restructuring, repay the financing provided by certain members of the Bondholders’ Committee during the Corporate Restructuring to finance the Corporate Restructuring, secure the liquidity of the group and for general corporate purposes. In order to subscribe for participation in the New Financing, eligible holders of the Existing Bonds must complete and sign the subscription form set out in Appendix 5 (the “Subscription Form”) to the Notice of Written Procedure (as defined below), and send the signed Subscription Form to Roschier in accordance with the instructions in the Subscription Form so that it is received by Roschier no later than 22 March 2024, 15.00 CET.
YA Holding will today initiate a written procedure (the “Written Procedure”) under the Existing Bonds in order to obtain the bondholders formal approval to amend the Existing Bond Terms in accordance with the Amendment Proposals and to carry out the other measures that follows from the Refinancing Arrangement. The Written Procedure is valid if it is accepted by no less than two-thirds of the bondholders who choose to vote in the Written Procedure.
The Company will today request Nordic Trustee & Agency AB (publ) (the “Agent”), in its capacity as agent under the Existing Bonds, to send a notice of Written Procedure (the “Notice of Written Procedure”) including voting instructions to directly registered owners and registered trustees of the Existing Bonds in the Company’s debt register (Sw. skuldbok) maintained by Euroclear Sweden as of 29 February 2024. The Notice of Written Procedure will be available on the Company’s website and on the Agent’s website, respectively.
For more information on the Written Procedure and a more detailed description of the Amendment Proposals, please refer to the Notice of Written Procedure on the Company’s and the Agent’s website.
The result of the Written Procedure will be announced by way of press release at the end of the Written Procedure. The record date for voting in the Written Procedure is 1 March 2024 and the last day for voting is 20 March 2024. The Written Procedure may, however, be terminated prematurely before the expiry of the voting period if the required voting majority has been obtained prior thereto.
YrkesAkademin AB will today also submit a request for a plan negotiation (Swe. planförhandling) at Falu District Court within the Corporate Restructuring. The District Court’s decision regarding the plan negotiation will be announced through a separate press release on the Company’s website, www.ya.se. The completion of the Refinancing Arrangement is conditional on, inter alia, the restructuring plan in the Corporate Restructuring becoming legally binding, hence the completion of the Refinancing Arrangement is expected to occur within one (1) month following the restructuring plan in the Corporate Restructuring becoming legally effective. As announced through press release on 12 December 2023, the District Court extended the Corporate Restructuring until 4 March 2024 on that day. Therefore, YrkesAkademin AB will also submit an application for an extension of the Corporate Restructuring for an additional three months. Even if a request for a plan negotiation has been submitted, YrkesAkademin AB is required by applicable law to apply for an extension.
For questions regarding the administration of the Written Procedure, the documentation or the voting procedure, please contact the Agent at voting.sweden@nordictrustee.com or +46 8 783 79 00. For questions regarding subscription of the New Financing, please contact Roschier Advokatbyrå at Andrew Laderman andrew.laderman@roschier.com or +46 8 553 192 04 or Gustaf Alhanko at gustaf.alhanko@roschier.com or +46 8 553 191 36. For questions regarding the Corporate Restructuring, please contact Ackordscentralen at ya@ackordscentralen.se or +46 8 670 44 00.
Gernandt & Danielsson Advokatbyrå KB has been engaged as legal advisor to YA Holding and the group in connection with the above. Roschier Advokatbyrå has been engaged as legal advisor to the Agent and the Bondholders’ Committee.
This disclosure contains information that YA Holding AB is obliged to make public pursuant to the EU Market Abuse Regulation (EU nr 596/2014). The information was submitted for publication, through the agency of the contact person, on 01-03-2024 14:06 CET.
Sender
Martin Modig, CEO YA Holding AB (publ)
For press questions, please contact:
Alice Hedin, acting press secretary
Phone: +46 (0) 70 878 91 05
E-mail: alice.hedin@ya.se