Merlin announces consent bid for 5¾% notes in connection with buyout

By Sarah Lizee

Olympia, Wash., Sept. 11 – Merlin Entertainments plc will solicit consents from holders of its $400 million 5¾% senior notes due 2026 in connection with a proposed acquisition by Motion Acquisition Ltd. of Merlin, according to a press release.

Motion Acquisition is a newly formed company owned by joint offerors Kirkbi Invest AS, Merlin’s largest shareholder, and funds advised by Blackstone Core Equity Advisors LLC and Canada Pension Plan Investment Board as co-investor.

The acquisition is expected to result in a change of control, which may trigger a change-of-control repurchase event under the notes.

The purpose of the proposed amendments is to amend certain definitions in the indenture to allow the consortium to complete the acquisition without the acquisition causing a change of control.

The effect of the proposed amendments will be that the holders effectively waive any right to claim that a change of control has occurred following the scheme effective date or the takeover offer effective date, which the issuer expects to be during the fourth quarter of 2019.

Adoption of the proposed amendments requires the consent of the holders of a majority in aggregate principal amount of the notes then outstanding.

The solicitation will expire at 5 p.m. ET on Sept. 17.

The consideration paid to holders for any consent validly delivered prior to the expiration time and not validly revoked will be $2.50 for each $1,000 principal amount.

If the initial closing date does not occur on or prior to March 31, 2020, the solicitation will automatically terminate and therefore no consent payment will be paid, the proposed amendments will not become operative and the supplemental indenture will automatically terminate and no longer be effective.

No consent payment will be made unless the acquisition and the other conditions described in the consent solicitation statement are satisfied or, if applicable, waived.

In connection with the acquisition, the issuer also plans to redeem the €500 million 2¾% senior notes due 2022 and the additional €200 million 2¾% senior notes due 2022 on or about the initial closing date.

D.F. King & Co., Inc. is the tabulation and information agent.

Merlin is a Poole, England-based operator of hotels and holiday attractions.

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