Carlson Wagonlit Travel Announces Pricing of Senior Secured Notes due 2023 and Senior Notes due 2024
December 9, 2016
Carlson Wagonlit Travel announced today that Carlson Travel, Inc. (the “Issuer”) has priced $415 million in aggregate principal amount of senior secured fixed rate notes due 2023 (the "Senior Secured Fixed Rate Notes"), (ii) €330 million in aggregate principal amount of senior secured floating rate notes due 2023 (the “Senior Secured Floating Rate Notes”) and (iii) $250 million in aggregate principal amount of senior notes due 2024 (the “Senior Notes” and, together with the Senior Secured Fixed Rate Notes and the Senior Secured Floating Rate Notes, the “Notes”). The Issuer will issue each tranche of the Notes at an issue price of 100%. The Senior Secured Fixed Rate Notes will bear interest at a rate of 6.75% per annum. The Senior Secured Floating Rate Notes will bear interest at a rate equal to three-month EURIBOR (subject to a 0% floor), plus 475 basis points per annum, reset quarterly. The Senior Notes will bear interest at a rate of 9.50% per annum. The Notes are expected to be issued on December 16, 2016, subject to customary closing conditions.
The net proceeds of the offering will be used, together with proceeds from a contribution to the Issuer’s equity: (i) to fund the redemption of (a) the $415 million in aggregate principal amount of Carlson Wagonlit B.V.’s 6.875% Senior Secured Notes due 2019 and (b) the €300 million in aggregate principal amount of Carlson Wagonlit B.V.’s 7.500% Senior Secured Notes due 2019 and (c) the $360 million in aggregate principal amount of Carlson Travel Holdings, Inc.’s 71/2%/81/4% Senior PIK Toggle Notes Due 2019, (ii) to fund the repayment of certain shareholder loans, (iii) to pay fees and expenses incurred in connection with the refinancing, the offering and use of proceeds therefrom and (iv) for general corporate purposes.
The Notes are being offered only to qualified institutional buyers in accordance with Rule 144A under the U.S. Securities Act of 1933, as amended (the “Securities Act”), and outside the United States to non-U.S. person in accordance with Regulation S under the Securities Act and, if an investor is a resident of a member state of the European Economic Area (the “EEA”), only to such an investor that is a qualified investor (within the meaning of Article 2(1)(e) of Directive 2003/71/EC, together with any amendments thereto, including Directive 2010/73/EU, to the extent implemented in the relevant member state (the “Prospectus Directive”)).
This document is not an offer of securities for sale in the United States. The Notes may not be sold in the United States unless they are registered under the Securities Act or are exempt from registration. The offering of Notes described in this announcement and any related guarantees have not been and will not be registered under the Securities Act, and accordingly any offer or sale of Notes and such guarantees may be made only in a transaction exempt from the registration requirements of the Securities Act.
It may be unlawful to distribute this document in certain jurisdictions. This document is not for distribution in Canada, Japan or Australia. The information in this document does not constitute an offer of securities for sale in Canada, Japan or Australia.
This document has been prepared on the basis that any offer of the Notes in any Member State of the European Economic Area (“EEA”) which has implemented the Prospectus Directive (2003/71/EC), as amended by Directive 2010/73/EU (each, a “Relevant Member State”) will be made pursuant to an exemption under the Prospectus Directive, as implemented in that Relevant Member State, from the requirement to publish a prospectus for offers of Notes. Accordingly any person making or intending to make any offer in that Relevant Member State of the Notes which are the subject of the placement contemplated in this document may only do so in circumstances in which no obligation arises for the Issuer or any of the initial purchasers of such Notes to publish a prospectus pursuant to Article 3 of the Prospectus Directive or supplement a prospectus pursuant to Article 16 of the Prospectus Directive, in each case, in relation to such offer. Neither the Issuer nor the initial purchasers of such Notes have authorized, nor do they authorize, the making of any offer of Notes in circumstances in which an obligation arises for the Issuer or any initial purchasers of such Notes to publish or supplement a prospectus for such offer.
This document is only being distributed to, and is only directed at, persons in the United Kingdom that are “qualified investors” within the meaning of Article 2(1)(e)(i), (ii) or (iii) of the Prospectus Directive and that also (i) are “investment professionals” falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (as amended, the “Order”), (ii) are persons falling within Article 49(2)(a) to (d) (high net worth companies, unincorporated associations, etc.) of the Order, or (iii) are persons to whom an invitation or inducement to engage in investment activity (within the meaning of section 21 of the Financial Services and Markets Act 2000) 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 on 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.
Neither the content of any website of the CWT Group or the Issuer nor any website accessible by hyperlinks on any website of the CWT Group or the Issuer is incorporated in, or forms part of, this announcement. The distribution of this announcement into jurisdictions other than the United Kingdom may be restricted by law. Persons into whose possession this announcement comes should inform themselves about and observe any such restrictions. Any failure to comply with these restrictions may constitute a violation of the securities laws of any such jurisdiction.
No money, securities or other consideration is being solicited, and, if sent in response to the information contained herein, will not be accepted.
This press release may include projections and other “forward-looking” statements within the meaning of applicable securities laws. Forward-looking statements are based on current expectations and involve a number of known and unknown risks, uncertainties and other factors that could cause the CWT Group’s or the Issuer’s Group or its industry’s actual results, levels of activity, performance or achievements to be materially different from any future results, levels of activity, performance or achievements expressed or implied by such forward-looking statements. You should not place undue reliance on forward-looking statements and the CWT Group or the Issuer does not undertake publicly to update or revise any forward-looking statement that may be made herein, whether as a result of new information, future events or otherwise.
This disclosure includes the release of inside information by Carlson Travel Holdings, Inc. and Carlson Wagonlit B.V. under Regulation (EU) 596/2014 (16 April 2014).
CWT is a global leader specialized in managing business travel and meetings and events. CWT serves companies, government institutions and non-governmental organizations of all sizes in nearly 150 countries and territories. By leveraging both the expertise of its people and leading-edge technology, CWT helps clients derive the greatest value from their travel program in terms of savings, service, security and sustainability. The company is also committed to providing best-in-class service and assistance to travelers. In 2015, sales volume for wholly owned operations and joint ventures totaled US$24.2 billion. As part of its commitment to responsible business, CWT is a signatory of the United Nations Global Compact Ten Principles. For more information about CWT, please visit our global website at www.carlsonwagonlit.com. Follow us on Twitter @CarlsonWagonlit and Linkedin