10.18.18
Axalta Coating Systems Ltd. announced the commencement of solicitations of consents (the "Consent Solicitations") by Axalta Coating Systems, LLC (the "2024 Notes Issuer") and Axalta Coating Systems Dutch Holding B B.V. (the "2025 Notes Issuer" and, together with the 2024 Notes Issuer, the "Issuers"), each an indirect wholly owned subsidiary of the Company, to amend the indentures (the "Indentures") relating to the 2024 Notes Issuer's 4.250% Senior Notes due 2024 (the "2024 Euro Notes") and 4.875% Senior Notes due 2024 (the "2024 Dollar Notes" and, together with the 2024 Euro Notes, the "2024 Notes") and the 2025 Notes Issuer's 3.75% Senior Notes due 2025 (the "2025 Notes" and, together with the 2024 Notes, the "Notes"), upon the terms and subject to the conditions set forth in the applicable Consent Solicitation Statement, each dated Oct. 18, 2018 (the "Consent Solicitation Statements").
The Consent Solicitations are being conducted in order to permit the Company and its subsidiaries to effect certain corporate transactions as part of a potential internal reorganization of certain of the company's subsidiaries (the "Proposed Restructuring") and certain potential future reorganizations involving the company.
The proposed amendments (the "Proposed Amendments"), as more fully described in the Consent Solicitation Statements, would, if effected, add the company and certain wholly owned subsidiaries of the company as guarantors of the Notes, provide that (A) at the time the Proposed Amendments become operative, the covenants of the Indentures will generally apply to the company and its restricted subsidiaries and (B) upon an election by the relevant Issuer at any time thereafter, a successor parent guarantor may be designated and, upon the effectiveness of the guarantee of such successor parent guarantor, the covenants of the applicable Indenture will generally apply to such successor parent guarantor and its restricted subsidiaries, otherwise amend the Indentures in order to effect the Proposed Restructuring and update guarantee limitations for certain of the guarantors.
The Consent Solicitation is being made to all Holders in whose name a Note was registered on Oct. 17, 2018 (the "Record Date") and their duly designated proxies.
Each of the Consent Solicitations will expire at 5:00 p.m., New York City time, on Oct. 29, 2018. Each Issuer reserves the right to terminate or extend the applicable Consent Solicitation with respect to the Proposed Amendments in its sole discretion. The term "Expiration Date" shall mean the time and date on which the applicable Consent Solicitation so expires (as it may be so extended) or is terminated.
In the event that the conditions described in the applicable Consent Solicitation Statement, including the receipt of the applicable Requisite Consents (as defined below), are satisfied, the applicable Issuer will pay an aggregate cash payment equal to the amount set forth (the "Consent Fee") in the table below for Notes for which consents to the Proposed Amendments are validly delivered and unrevoked:
The Consent Solicitations are each subject to customary conditions, including, among other things, the receipt of valid and unrevoked consents with respect to a majority in aggregate principal amount of the 2024 Notes or 2025 Notes, as applicable (the "Requisite Consents"), prior to the Expiration Date. For the purpose of determining whether the Requisite Consents for the 2024 Notes have been obtained, the 2024 Euro Notes and 2024 Dollar Notes will vote together as a single class, and the principal amount of 2024 Euro Notes will be converted to a U.S. dollar basis using a Euro/U.S. dollar exchange rate of €1.00 = $1.1502 as of Oct. 17, 2018, as announced by Bloomberg. In addition, the Consent Solicitations are each subject to the effectiveness of the Proposed Amendments to the other Indenture and related amendments to the Company's senior secured term loan facility and its multi-currency senior secured revolving facility, in each case necessary to affect the Proposed Restructuring.
The Consent Solicitations are being made solely on the terms and subject to the conditions set forth in the Consent Solicitation Statements. The applicable Issuer may, in its sole discretion, terminate, extend or amend the Consent Solicitations at any time as described in the applicable Consent Solicitation Statement.
The Company has retained Barclays Capital Inc. to act as solicitation agent in connection with the Consent Solicitations. Questions may be directed to Barclays Capital Inc. at +1 (800) 438-3242 (US toll-free) or +1 (212) 528-7581 (collect) in the United States or +44 (0) 203 134 8515 in the United Kingdom. The Company has retained D.F. King to act as the information and tabulation agent in connection with the Consent Solicitations. Questions and requests for additional documents may be directed to D.F. King at +1 (800) 515-4507 (US toll-free), +1 (212) 269-5550 in the United States, +44 (0) 20 7920 9700 in the United Kingdom or via email: axalta@dfking.com.
Copies of the Consent Solicitation Statements and other documents related to the Consent Solicitations are available on the consent website: https://sites.dfkingltd.com/axalta.
The Consent Solicitations are being conducted in order to permit the Company and its subsidiaries to effect certain corporate transactions as part of a potential internal reorganization of certain of the company's subsidiaries (the "Proposed Restructuring") and certain potential future reorganizations involving the company.
The proposed amendments (the "Proposed Amendments"), as more fully described in the Consent Solicitation Statements, would, if effected, add the company and certain wholly owned subsidiaries of the company as guarantors of the Notes, provide that (A) at the time the Proposed Amendments become operative, the covenants of the Indentures will generally apply to the company and its restricted subsidiaries and (B) upon an election by the relevant Issuer at any time thereafter, a successor parent guarantor may be designated and, upon the effectiveness of the guarantee of such successor parent guarantor, the covenants of the applicable Indenture will generally apply to such successor parent guarantor and its restricted subsidiaries, otherwise amend the Indentures in order to effect the Proposed Restructuring and update guarantee limitations for certain of the guarantors.
The Consent Solicitation is being made to all Holders in whose name a Note was registered on Oct. 17, 2018 (the "Record Date") and their duly designated proxies.
Each of the Consent Solicitations will expire at 5:00 p.m., New York City time, on Oct. 29, 2018. Each Issuer reserves the right to terminate or extend the applicable Consent Solicitation with respect to the Proposed Amendments in its sole discretion. The term "Expiration Date" shall mean the time and date on which the applicable Consent Solicitation so expires (as it may be so extended) or is terminated.
In the event that the conditions described in the applicable Consent Solicitation Statement, including the receipt of the applicable Requisite Consents (as defined below), are satisfied, the applicable Issuer will pay an aggregate cash payment equal to the amount set forth (the "Consent Fee") in the table below for Notes for which consents to the Proposed Amendments are validly delivered and unrevoked:
| Notes |
CUSIP Numbers |
ISIN Numbers |
Aggregate Principal Amount Outstanding |
Consent Fee | ||||
| 4.250% Senior Notes due 2024 | N/A |
XS1468536419 XS1468538035 |
€335,000,000 | €2.50 per €1,000 principal amount | ||||
| 4.875% Senior Notes due 2024 |
05453GAA3 U0507PAA7 05453GAB1 |
US05453GAA31 USU0507PAA76 US05453GAB14 |
$500,000,000 | $2.50 per $1,000 principal amount | ||||
| 3.75% Senior Notes due 2025 | N/A |
XS1492656944 XS1492656787 |
€450,000,000 | €2.50 per €1,000 principal amount |
The Consent Solicitations are each subject to customary conditions, including, among other things, the receipt of valid and unrevoked consents with respect to a majority in aggregate principal amount of the 2024 Notes or 2025 Notes, as applicable (the "Requisite Consents"), prior to the Expiration Date. For the purpose of determining whether the Requisite Consents for the 2024 Notes have been obtained, the 2024 Euro Notes and 2024 Dollar Notes will vote together as a single class, and the principal amount of 2024 Euro Notes will be converted to a U.S. dollar basis using a Euro/U.S. dollar exchange rate of €1.00 = $1.1502 as of Oct. 17, 2018, as announced by Bloomberg. In addition, the Consent Solicitations are each subject to the effectiveness of the Proposed Amendments to the other Indenture and related amendments to the Company's senior secured term loan facility and its multi-currency senior secured revolving facility, in each case necessary to affect the Proposed Restructuring.
The Consent Solicitations are being made solely on the terms and subject to the conditions set forth in the Consent Solicitation Statements. The applicable Issuer may, in its sole discretion, terminate, extend or amend the Consent Solicitations at any time as described in the applicable Consent Solicitation Statement.
The Company has retained Barclays Capital Inc. to act as solicitation agent in connection with the Consent Solicitations. Questions may be directed to Barclays Capital Inc. at +1 (800) 438-3242 (US toll-free) or +1 (212) 528-7581 (collect) in the United States or +44 (0) 203 134 8515 in the United Kingdom. The Company has retained D.F. King to act as the information and tabulation agent in connection with the Consent Solicitations. Questions and requests for additional documents may be directed to D.F. King at +1 (800) 515-4507 (US toll-free), +1 (212) 269-5550 in the United States, +44 (0) 20 7920 9700 in the United Kingdom or via email: axalta@dfking.com.
Copies of the Consent Solicitation Statements and other documents related to the Consent Solicitations are available on the consent website: https://sites.dfkingltd.com/axalta.
