IFCO Systems: Senior Secured Notes
IFCO Systems N.V. announced that it will repurchase for cash any and all of its outstanding 10% Guaranteed Senior Secured Notes due 2016 (ISIN No. XS0430907989/XS0431256568) (the "Notes") upon the recently completed change of control by Brambles Investment Limited ("Brambles") of the Company (the "Change of Control Repurchase") as required by the Notes on the terms and conditions stated therein.
In order to receive the Purchase Price (as defined hereafter), holders of Notes ("Holders") must tender their Notes on or prior to May 23, 2011 (the "Expiration Time").
The Change of Control Repurchase timeline is as follows:
April 20, 2011.
5.00 p.m., London time, on May 23, 2011.
Final Acceptance Time
Expected to be 6.00 p.m., London time, on May 27, 2011.
Date of Repurchase
Expected to be June 2, 2011.
The purpose of the Change of Control Repurchase is to comply with the requirements of Section 4.18 of the Indenture dated as of June 12, 2009, by and among the Company, the guarantors named therein, Deutsche Trustee Company Limited, as trustee, and the other parties thereto, governing the Notes, which obligates the Company, upon the occurrence of a Change of Control (as defined in the Indenture), to repurchase each Holder's outstanding Notes tendered by the Holder to the Company at a purchase price equal to 101% of the principal amount thereof plus accrued and unpaid interest, if any, as of the repurchase date pursuant to the Change of Control Repurchase in accordance with the procedures set forth therein.
On March 31, 2011, Brambles completed the purchase of a majority shareholding in the Company from Island LP, a fund affiliated with and ultimately controlled by Apax Europe V GP LP, and certain other sellers (the "Brambles Purchase"). As of April 4, 2011, Brambles's shareholding in the Issuer was 98.8%. The Brambles Purchase constitutes a Change of Control under the Indenture.
The Company will pay €1,010 (the "Purchase Price"), being an amount equal to 101%, for each €1,000 principal amount of Notes validly tendered and accepted for payment in the Change of Control Repurchase. In addition, the Company will pay accrued and unpaid interest from and including the most recent interest payment date to but excluding the repurchase date.
The tabulation agent for the Change of Control Repurchase is Deutsche Bank AG, London Branch (the "Tabulation Agent"). Requests for the terms and conditions dated April 20, 2011 in respect of the Change of Control Repurchase (the "Repurchase Terms and Conditions") may be directed to Deutsche Bank AG, London Branch at +44 20 7547 5000.
None of the Company, Brambles, the guarantors of the Notes, any of their respective affiliates, or the Tabulation Agent makes any recommendation as to whether Holders should tender their Notes.
This press release is neither an offer to purchase nor a solicitation of an offer to sell the Notes in any state or jurisdiction in which such offer or solicitation would be unlawful prior to registration or qualification under the securities law of any such state or other jurisdiction. The Change of Control Repurchase is only made pursuant to the terms of the Repurchase Terms and Conditions.
Dr. Michael W. Nimtsch
IFCO SYSTEMS N.V.
Tel: +49 89 744 91 121
Fax: +49 89 744 91 239