GKN Holdings solicits consents to amend notes due 2022, 2032

By Marisa Wong

Morgantown, W.Va., Jan. 29 – GKN Holdings Ltd. is soliciting consents to amend its £450 million 5 3/8% notes due Sept. 19, 2022 and £300 million 3 3/8% notes due May 12, 2032, according to a notice.

The company wants to amend the notes’ trust deeds to, among other things, permit the issuer to transfer the listing of the notes from the Main Market of the London Stock Exchange to the Professional Securities Market of the London Stock Exchange; and make provisions for providing, following the transfer of the listing to the Professional Securities Market, some guarantees for the notes so that the notes will rank equal in right of payment with the company’s senior term and revolving facilities agreement and no longer be structurally subordinated to it.

Noteholders will vote on the proposed amendments at separate meetings scheduled to begin at 5 a.m. ET on Feb. 22. The meeting for the 2022 notes will take place first, immediately followed by the meeting for the 2032 notes.

At each meeting, holders will only consider the extraordinary resolution relevant to their series of notes. However, the implementation of each extraordinary resolution is conditioned on the passing of both extraordinary resolutions by a required majority of the noteholders.

According to the notice, the consent solicitations have been considered by a special committee that holds 27.33% of the current principal amount outstanding of the 2022 notes and 46.15% of the current principal amount outstanding of the 2032 notes. The committee members informed the issuer that they find the consent solicitations acceptable and that they intend to vote in favor of the extraordinary resolutions.

The issuer is offering to pay in cash an early participation fee of 0.1% to holders who deliver consent instructions by noon ET on Feb. 8.

Holders that do not deliver consent instructions before the early instruction deadline will not be eligible to receive the early participation fee.

The consent solicitation expires at 5 a.m. ET on Feb. 20.

BNP Paribas (+44 20 7595 8668, liability.management@bnpparibas.com, attn.: liability management) is the solicitation agent for the Regulation S offer.

Lucid Issuer Services Ltd. (+44 20 7704 0880, attn.: David Shilson / Alexander Yangaev, gkn@lucid-is.com) is the tabulation agent.

GKN is a Redditch, England-based provider of engineered products and services.

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