PizzaExpress issuers launch consent bids for 8 5/8%, 6 5/8% notes

By Sarah Lizee

Olympia, Wash., May 4 – PizzaExpress Financing 1 plc launched a consent solicitation for its £200 million of 8 5/8% senior notes due 2022 (ISINs: XS1028948047, XS1028946777) and PizzaExpress Financing 2 plc launched a consent solicitation for its £465 million of 6 5/8% senior secured notes due 2021 (ISINs: XS1028948120, XS1028948559), according to two London Stock Exchange notices.

The issuers are seeking approval of amendments and waivers to the indentures relating to the notes to

• Defer publication and delivery to the trustee of the issuers’ annual reports required to be delivered within 120 days after the end of the fiscal year ending Dec. 29, 2019 to on or before July 31;

• Defer publication and delivery to the trustee of the issuers’ quarterly reports required to be delivered within 60 days after the end of the fiscal quarter ending March 29 to on or before July 31;

• Waive any defaults or events of default arising as a result of not publishing and delivering the reports; and

• Make any ancillary amendments required to effect the deferral amendments and waivers.

The issuers said that the coronavirus pandemic has significantly impacted their businesses. Under the notes’ indentures, the group's annual report is required to be provided to the trustee with an opinion from the group's auditors, which are PricewaterhouseCoopers LLP.

“In light of the significant uncertainty surrounding the impact of the Covid-19 outbreak on businesses, the accounting oversight body in the United Kingdom, the Financial Reporting Council, is encouraging auditors to be tougher when judging whether a company can continue trading as a going concern for the next 12 months,” the notice said.

“As a result, auditors are more closely scrutinizing whether it continues to be appropriate for reporting companies in the hospitality sector, including the group, to issue an unqualified opinion or report on a going concern basis.

“Several of the largest accounting firms have put additional steps in place to review signing off companies as a going concern. This additional scrutiny is causing delays throughout the hospitality sector in obtaining audit sign-off.”

The issuer said the deferred publication and delivery of the annual report is intended to provide additional time to facilitate the auditors' delivery of an audit opinion. In addition, until the annual report has been finalized, including the audit opinion, the group expects to be unable to finalize the quarterly report.

The consent solicitation will expire at noon ET on May 15.

Adoption of the proposed amendments and waivers requires consents from holders of a majority of each series of notes.

Holders will not be paid a fee in connection with the solicitation.

© 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.