Sol Melia S.A. announces offering of convertible notes with an initial offering size of €150 million
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Sol Melia S.A. announces offering of convertible notes with an initial offering size of €150 million
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Category: Worldwide - Industry economy
- Figures / Studies
This is a press release selected by our editorial committee and published online for free on 2009-11-19
Calyon and Deutsche Bank are acting as joint bookrunners and joint lead-managers (the "Joint Bookrunners") of the Offering
The offering proceeds, which could increase to up to €200 million,will increase the Group’s financial liquidity and further reduce its exposure to uncertain financing market conditions
The Company announced in its recent financial results for the third quarter 2009 that it would continue to explore new financing alternatives
Sol Meliá, S.A. (the "Issuer" or “Sol Meliá”) announced this morning that it has launched an offering of senior unsecured Convertible Notes due 2014 (the “Convertible Notes”) of €150 million. The base offering size is €150 million, underwritten subject to customary conditions for this type of transaction, with an upsize option of €25 million which may be exercised between launch and pricing.
The Issuer intends to grant a "greenshoe" option to the Joint Bookrunners (as defined below) to request that the Issuer issue a further €25 million in Convertible Notes, to be exercised at any time between the pricing date and the date falling five business days before the closing date. The book building of the offering of the Convertible Notes (the "Offering") will commence upon publication of this announcement and is expected to end by the close of business today.
The coupon will be determined by the Issuer and the Joint Bookrunners and is expected to be between 4.25% and 5.00% per annum payable semi-annually in equal instalments, with an expected conversion premium of between 30% and 35% above the volume weighted average share price of the Issuer's ordinary shares between launch and pricing.
The Convertible Notes cannot be called by the Issuer for the first three years and 15 days (other than if less than 10% of the Notes are outstanding), and are callable thereafter if the value of the shares underlying a Convertible Note exceeds 130% of the nominal value of a Convertible Note for a specified period of time.
The Convertible Notes will be convertible into existing ordinary shares of the Issuer at the option of the Noteholders, subject to a cash settlement option of the Company. However, Sol Meliá may also opt to deliver newly issued shares, subject to approval from the Issuer's Board of Directors (which the Issuer will seek following pricing and before the closing date). The closing date of the Convertible Notes is expected to be on or about 18 December 2009.
The Convertible Notes will be offered only to qualified investors within the meaning of Directive 2003/71/EC of the European Parliament and the Council of November 4th, 2003, in accordance with the respective regulations of each country in which the Convertible Notes are offered.
The Offering represents an increase in the Group’s financial liquidity. In addition, the Issuer will use the net proceeds from the sale for general corporate purposes, to lengthen the debt maturity profile of the Group, diversify its sources of funding, and take advantage of the current new issue market conditions for convertible bonds.
Sol Meliá intends to list the Notes on the Luxembourg Stock Exchange’s Euro MTF market.
At the close of markets the Issuer shall file with the CNMV a relevant fact duly informing of the final terms and conditions of the Notes.
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