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YrkesAkademin has successfully negotiated an agreement with a majority of the bondholders under its outstanding bond loan

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As previously announced on 12 August 2022 and 1 September 2022, YA Holding AB (publ) (“YA” or the “Company”) has, with reference to its current liquidity situation, initiated discussions with bondholders under the Company’s senior secured social sustainability-linked bonds in an amount of SEK 480 million within a framework of SEK 650 million (the “Bonds”).

Following a successful renegotiation of the terms and conditions of the Bonds (the “Terms and Conditions”) between the Company and a majority of the bondholders (the “Committee”), the Company is pleased to announce that the members of the Committee have undertaken to vote in favour of a written procedure regarding certain amendments of the Terms and Conditions and also to not vote in favour of an acceleration of the Bonds as a result of the expected non-payment of interest on 19 September 2022, which are two major steps towards an improvement of the Company’s liquidity situation. The key amendments of the Terms and Conditions, which are set out in full in the amendment term sheet [https://ya.se/wp-content/uploads/2022/09/YA-Term-Sheet-for-Written-Procedure.pdf] (the “Amendment Proposal”) is in summary the following:

  • Payment of interest from (and including) 17 September 2022, to (and including 17 December 2023 is deferred and shall instead be paid by way of an increase of the redemption price from 100.00 % to 113.125 % of the nominal amount of the Bonds.
  • The Company’s call option can no longer be exercised prior to 17 December 2023. The premium payable for early redemption of the Bonds is adjusted to 115.3125 % for redemptions made from (and including) 17 December 2023 to (and including) 15 June 2024, 114.219 % for redemptions made from (and including) 16 June 2024 to (and including) 15 September 2024 and 113.125 % for redemptions made from (and including) 16 September 2024 to the final redemption date on 17 December 2024.
  • The maintenance test is waived until the testing date 31 December 2023. For the testing dates 31 March 2024 and 30 June 2024, the maximum leverage ratio is increased from 3.50:1 to 6.50:1 and for the remaining testing dates, the maximum leverage ratio is increased from 3.50:1 to 6.00:1.
  • The Company shall ensure that cash and cash equivalents less the aggregate amount outstanding under any revolving facilities during a period of at least three consecutive days each month shall be (A) minus SEK 10,000,000 or more each month to (and including) 31 March 2023 and (B) zero or more for each month thereafter.
  • The performance based earn-out payment to be made during the calendar year 2024 pursuant to the share purchase agreement regarding Arcus is postponed to 31 January 2025. The performance based earn-out payment to be made during the calendar year 2023 is postponed to 31 October 2023 and may only be made if cash and cash equivalents less the aggregate amount outstanding under any revolving facilities during a period of at least three consecutive days during the month payment is to be made is SEK 5,000,000 or more.
  • The maximum amount which may be outstanding under any revolving facilities is increased from SEK 40 million to SEK 50 million and additional guarantees and security shall be permitted to be granted in favour of the relevant lender.
  • The Company shall not be permitted to execute any acquisition of any company, business or undertaking without the permission of the bondholders.

The Amendment Proposal is conditional upon a binding commitment of an equity contribution in an amount of at least SEK 65 million by way of an issue of ordinary shares (Sw. stamaktier) and/or preferential shares (Sw. preferensaktier), an unconditional shareholder contribution (Sw. ovillkorat aktieägartillskott) and/or subordinated loans to be made to the Company no later than 31 January 2023.

The Company intends to shortly send a notice of written procedure to all bondholders regarding the Amendment Proposal.

The Company’s owners, certain CapMan funds, have through the Company’s parent company YA Invest AB contributed SEK 22 million to the Company during August and September in order to improve the Company’s liquidity and have in accordance with the Amendment Proposal committed to contribute an additional SEK 43 million to the Company on the condition that the Company’s relationship bank resolves on a credit approval for the extension of Yrkesakademin AB’s existing revolving facility of at least SEK 40 million until 31 December 2023. Discussions are currently on-going with the Company’s relationship bank and a decision is expected during next week. Provided that a credit approval is granted regarding the revolving facility, the Company’s liquidity situation will significantly improve.

Carnegie Investment Bank AB (publ) has been retained by YA as advisor in connection with the aforesaid. Gernandt & Danielsson Advokatbyrå KB has been retained as legal counsel.

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 13-09-2022 18:55 CET.

For further information, please contact:

CEO

YA Holding AB (publ)

Att. Martin Modig

Tel.: +46 (0) 72 369 66 80

E-post: martin.modig@ya.se

CFO

YA Holding AB (publ)

Att. Antti Rokala

Tel.: +46 (0) 76 899 49 73

E-post: antti.rokala@ya.se

 

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