Pricing of Senior Secured Notes
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION,
DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES
OF AMERICA, CANADA, JAPAN OR AUSTRALIA
30 October 2020
ASTON MARTIN LAGONDA GLOBAL HOLDINGS PLC ANNOUNCES THE PRICING OF $1,085,500,000 AGGREGATE PRINCIPAL AMOUNT OF 10.500% SENIOR SECURED NOTES DUE 2025 BY ITS SUBSIDIARY
Aston Martin Lagonda Global Holdings plc announces that its subsidiary, Aston Martin Capital Holdings Limited (the "Issuer"), successfully priced $1,085,500,000 aggregate principal amount of 10.500% Senior Secured Notes due 2025 ( the "Notes"). The offering of the Notes is subject to customary closing conditions and settlement is expected to occur on or around November 16, 2020. The proceeds from the offering of the Notes, if completed, together with other funds, will be used to redeem in full the Issuer's existing senior secured notes, to repay certain other existing indebtedness and for general corporate purposes, including working capital, capital requirements and to pay expenses and fees in connection with the offering of the Notes.
Investors and Analysts
Charlotte Cowley Director of Investor Relations +44 (0)7771 976764
Kevin Watters Director of Communications +44 (0)7764 386683
Grace Barnie Corporate Communications Manager +44 (0)7880 903490
Harry Cameron and Simon Pilkington +44 (0)20 73534200
The Notes were offered only to qualified institutional buyers pursuant to Rule 144A and to non-U.S. persons outside the United States pursuant to Regulation S under the U.S. Securities Act of 1933, as amended (the "Securities Act"), subject to prevailing market and other conditions. There is no assurance that the offering will be completed. The Notes that were offered have not been and will not be registered under the Securities Act or the securities laws of any other jurisdiction and may not be offered or sold, directly or indirectly, in the United States or to or for the account or benefit of U.S. persons, as such term is defined in Regulation S of the Securities Act, absent registration or unless pursuant to an applicable exemption from the registration requirements of the Securities Act and any other applicable securities laws. This press release does not constitute an offer to sell or the solicitation of an offer to buy the Notes, nor shall it constitute an offer, solicitation or sale in any jurisdiction in which such offer, solicitation or sale would be unlawful.
The Notes are not intended to be offered, sold or otherwise made available to, and should not be offered, sold or otherwise made available to, any retail investor in the European Economic Area ("EEA") or in the United Kingdom. For these purposes, a retail investor means a person who is one (or more) of: (i) a retail client as defined in point (11) of Article 4(1) of Directive 2014/65/EU (as amended, "MiFID II"); or (ii) a customer within the meaning of Directive (EU) 2016/97 (as amended, the "Insurance Distribution Directive"), where that customer would not qualify as a professional client as defined in point (10) of Article 4(1) of MiFID II; or (iii) not a qualified investor as defined in the Prospectus Regulation.
This announcement does not constitute and shall not, in any circumstances, constitute a public offering nor an invitation to the public in connection with any offer within the meaning of the Regulation (EU) 2017/1129 (as amended, the "Prospectus Regulation"). The offer and sale of the Notes are being made pursuant to an exemption under the Prospectus Regulation from the requirement to produce a prospectus for offers of securities.
The manufacturer target market (MIFID II 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 in EEA or in the United Kingdom.
This communication does not constitute an offer of securities to the public in the United Kingdom and is being distributed only to, and is directed only at persons who are qualified investors (as defined in the Prospectus Regulation) 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"), or (ii) high net worth entities falling within Article 49(2)(a) to (d) of the Order, or (iii) outside the United Kingdom, or (iv) persons to whom it would otherwise be lawful to distribute them, all such persons together being referred to as "Relevant Persons." Any investment or investment activity to which this communication relates is available only to Relevant Persons and will be engaged in only with Relevant Persons. Any person who is not a Relevant Person should not act or rely on this communication or any of its contents.
This press release may include forward-looking statements. These forward-looking statements can be identified by the use of forward-looking terminology, including the terms "believes, ‟estimates", ‟anticipates", "expects, ‟intends", ‟may", ‟will" or "should" or, in each case, their negative, or other variations or comparable terminology. These forward-looking statements include all matters that are not historical facts and include statements regarding the Issuer's or its affiliates' intentions, beliefs or current expectations concerning, among other things, the Issuer's or its affiliates' results of operations, financial condition, liquidity, prospects, growth, strategies and the industries in which they operate. By their nature, forward-looking statements involve risks and uncertainties because they relate to events and depend on circumstances that may or may not occur in the future. Readers are cautioned that forward-looking statements are not guarantees of future performance and that the Issuer's or its affiliates' actual results of operations, financial condition and liquidity, and the development of the industries in which they operate may differ materially from those made in or suggested by the forward-looking statements contained in this press release. In addition, even if the Issuer's or its affiliates' results of operations, financial condition and liquidity, and the development of the industries in which they operate are consistent with the forward-looking statements contained in this press release, those results or developments may not be indicative of results or developments in subsequent periods.