Matterhorn solicits consents for six note series due to acquisition

By Toni Weeks

San Luis Obispo, Calif., Jan. 6 – Matterhorn Mobile SA, Matterhorn Mobile Holdings SA, Matterhorn Midco & Cy SCA and Matterhorn Financing & Cy SCA began a consent solicitation relating to six series of notes in order to facilitate the proposed acquisition by NJJ Capital of Matterhorn Financing & Cy from Matterhorn Topco & Cy SCA and Matterhorn Sarl.

The companies are soliciting consents for the following note series:

• The CHF 120 million floating-rate senior secured notes due 2019 issued by Matterhorn Mobil, with a consent payment of CHF 2.50;

• The €330 million of floating-rate senior secured notes due 2019 issued by Matterhorn Mobile, with a consent payment of €2.50;

• The CHF 450 million of 6¾% senior secured notes due 2019 issued by Matterhorn Mobile, with a consent payment of CHF 2.50;

• The €25 million of 8¼% of senior notes due 2020 issued by Matterhorn Mobile Holdings, with a consent payment of €2.50;

• The €155 million of 7¾% senior unsecured notes due 2020 issued by Matterhorn Midco, with a consent payment of €5.00; and

• The €250 million of 9%/9¾% senior PIK toggle notes due 2019 issued by Matterhorn Financing, with a consent payment of €10.00.

According to an announcement, each issuer is soliciting consents of holders of each notes series by itself for a one-time waiver of the change-of-control provisions in the relevant indenture that could be affected by the acquisition and, in the case of the senior secured notes, the applicability of the restricted payment provisions limiting the purchase of subordinated indebtedness in the forms of senior notes pursuant to a change-of-control offer under the notes’ indenture in connection with the acquisition, and an amended definition of “permitted holders.”

Without the waivers, each of the issuers would be required, as a result of the acquisition, to offer to repurchase any and all of the relevant class of notes at 101 plus accrued interest.

The change-of-control waiver and proposed amendments with respect to an indenture will be effective once the consents from holders of a majority in principal amount of the outstanding notes under that indenture have been received and the amendment made. The consent payment noted in the list above, however, will only be paid once the waiver and amendment become operative, which will occur if the required consents are received, the supplemental indenture executed and the acquisition completed by the June 30, 2015 long stop date.

The consent solicitation will expire at noon ET on Jan. 14.

Credit Suisse Securities (Europe) Ltd. (44 207 883 8763, attn: liability management desk, or liability.management@credit-suisse.com), Societe Generale (44 0 207 676 7579, attn: liability management team, or liability.management@sgcib.com), J.P. Morgan Securities plc (44 207 134 3414, attn: liability management, or emea_lm@jpmorgan.com) and Natixis (33 1 58 55 8257, attn: liability management group, or liability.management.HY@natixis.com) are the solicitation agents.

The information and tabulation agent is Lucid Issuer Services Ltd. (44 0 207 704 0880, attn: Yves Theis / Thomas Choquet, or orange@lucid-is.com).

Matterhorn Mobile is a Renens, Switzerland-based mobile network operator.

© 2015 Prospect News.
All content on this website is protected by copyright law in the U.S. and elsewhere. For the use of the person downloading only.
Redistribution and copying are prohibited by law without written permission in advance from Prospect News.
Redistribution or copying includes e-mailing, printing multiple copies or any other form of reproduction.