THIS ANNOUNCEMENT IS FOR INFORMATIONAL PURPOSES ONLY AND DOES NOT CONSTITUTE OR FORM PART OF ANY OFFER OR INVITATION TO SELL OR ISSUE, OR ANY SOLICITATION OF AN OFFER TO PURCHASE OR SUBSCRIBE FOR, ANY SECURITIES OF SHERWOOD FINANCING PLC
NOT FOR DISTRIBUTION TO U.S. NEWS WIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES, AUSTRALIA, CANADA OR JAPAN OR ANY OTHER JURISDICTION IN WHICH IT WOULD BE UNLAWFUL TO DO SO. PLEASE SEE THE IMPORTANT NOTICES AT THE END OF THIS ANNOUNCEMENT. ANY FAILURE TO COMPLY WITH THIS RESTRICTION MAY CONSTITUTE A
VIOLATION OF U.S. SECURITIES LAW.
Arrow Global Group, through Sherwood Financing plc, a public limited company incorporated under the laws of England and Wales (the “Issuer”), has priced the offering (the “Offering”) of €640,000,000 Senior Secured Floating Rate Notes due 2027 (the "Floating Rate Notes") at a rate per annum equal to three months EURIBOR plus 462.5 bps, €400,000,000 4.500% Senior Secured Notes due 2026 (the "Euro Fixed Rate Notes") and £350,000,000 6.000% Senior Secured Notes due 2026 (the "Sterling Notes" and together with the Floating Rate Notes and the Euro Fixed Rate Notes, the "Notes"). The Notes will be issued at an issue price of 100%. The entire shareholding of the Issuer is indirectly held by the funds advised by TDR Capital LLP (“TDR”).
The Offering is subject to customary closing conditions, and the settlement is expected to occur on or around November 8, 2021. The proceeds from the Offering will be used (i) to provide a proceeds loan to Sherwood Financing 2 Limited (“Finco”) and (ii) to pay certain fees and expenses associated with the Offering. Finco will use the proceeds (i) to repay a portion of the amounts outstanding under the Revolving Facility entered into by Finco, among others, on October 6, 2021 (a) certain of which were on-lent to Sherwood Acquisitions Limited (“Bidco”) and were used by Bidco to finance a portion of the costs in connection with the acquisition of Arrow Global Group Limited (formerly, Arrow Global Group plc, the “Target”) and (b) certain of which were on-lent to the Target and its subsidiaries to repay and cancel the existing Arrow Global Revolving Credit Facility and (ii) to provide certain loans to the Target’s group entities to redeem and cancel the existing notes issued by Arrow Global Finance plc.
The Offering is being made by means of an offering memorandum. This announcement does not constitute an offer to sell or the solicitation of an offer to buy the notes or any other security in any jurisdiction and shall, in any circumstance, not constitute an offer, solicitation or sale in the United States or in any jurisdiction in which, or to any persons to whom, such offering, solicitation or sale would be unlawful.
It may be unlawful to distribute this announcement in certain jurisdictions.
Securities may not be sold in the United States or to, or for the account or benefit of, U.S. persons (“U.S. Persons”) as defined in Regulation S under the U.S. Securities Act of 1933, as amended (the “Securities Act”) unless they are registered under the Securities Act or are exempt from registration. This announcement is not for distribution in the United States, or to U.S. persons. The offering of securities described in this announcement has not been and will not be registered under the Securities Act and accordingly any offer or sale of these securities may be made only in a transaction exempt from the registration requirements of the Securities Act.
This announcement has been prepared on the basis that any offer of the notes in any Member State of the European Economic Area (“EEA”) will be made pursuant to an exemption under Regulation (EU) 2017/1129 as amended (the “Prospectus Regulation”) from the requirement to publish a prospectus for offers of securities. This announcement has been prepared on the basis that any offer of the notes in the United Kingdom will be made pursuant to an exemption under the Financial Services and Markets Act 2000 (“FSMA”) and the Prospectus Regulation as it forms part of domestic law by virtue of the European Union (Withdrawal) Act 2018, as amended, from the requirement to publish a prospectus for offers of notes.
This announcement is for distribution only to, and is directed only at, persons who are (i) persons having professional experience in matters relating to investments falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (as amended, the “Order”), (ii) persons falling within Article 49(2)(a) to (d) (“high net worth companies, unincorporated associations etc.”) of the Order, (iii) outside the United Kingdom or (iv) 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 document is directed only at Relevant Persons and must not be acted on or relied upon by persons who are not Relevant Persons. Any investment or investment activity to which this document relates is available only to Relevant Persons and will be engaged in only with Relevant Persons. Any offer of the notes is only available to, and any invitation, offer or agreement to subscribe, purchase or otherwise acquire such notes will be engaged in only with, Relevant Persons. Any person who is not a Relevant Person should not act or rely on this announcement or its contents. The notes are not being offered to the public in the United Kingdom.
MiFID II / UK MiFIR professionals/ECPs-only / No PRIIPs KID – Manufacturer target market (MIFID II and UK MiFIR product governance) is eligible counterparties and professional clients only (all distribution channels). No PRIIPs key information document (KID) has been prepared as not available to retail investors in EEA or the United Kingdom.
Stabilization: ICMA/MAR/UK MAR.
This announcement contains forward-looking statements, within the meaning of the securities laws of certain jurisdictions. These forward-looking statements can be identified by the use of forward-looking terminology, such as the words “believe,” “could,” “estimate,” “anticipate,” “expect,” “goal,” “intend,” “may,” “will,” “plan,” “continue,” “ongoing,” “potential,” “predict,” “project,” “target,” “seek,” “should” or “would” or, in each case, their negative or other variations or comparable terminology, or by discussions of strategies, plans, objectives, targets, goals, future events or intentions. By their nature, forward-looking statements involve known and unknown risks, uncertainties and other factors because they relate to events and depend on circumstances that may or may not occur in the future. We caution you that forward-looking statements are not guarantees of future performance and are based on numerous assumptions and that actual results may differ materially from (and be more negative than) those made in, or suggested by, the forward-looking statements contained in this announcement.