Pricing of Kepler S.p.A.’s €345.0 million senior secured floating rate notes due 2029

Categoria: Corporate

Kepler S.p.A. (the “Issuer”), an entity indirectly controlled by Ardian Buyout Fund VII B SLP through its wholly-owned subsidiary Vegeta S.p.A., announced today the pricing of an offering (the “Offering”) of €345.0 million aggregate principal amount of Senior Secured Floating Rate Notes due 2029 (the “Notes”), as part of the overall financing arrangements for the acquisition (the “Acquisition”) of all the equity interests in Biofarma S.r.l. (the “Company” and, together with its subsidiaries, the “Biofarma Group”) by Ardian Buyout Fund VII B SLP and Victoria HD S.r.l. from White Bridge Investments and certain other sellers, which was completed on March 22, 2022. The Notes will bear interest equal to three-month EURIBOR (with 0% floor) plus 5.75% per annum, reset quarterly, and will be issued at an issue price of 96.00% of the nominal amount thereof. The issuance and settlement of the Notes is expected to occur on May 20, 2022, subject to customary closing conditions.

Application has been made for the Notes to be listed on the Official List of the Luxembourg Stock Exchange and admitted to trading on the Euro MTF market thereof.

The gross proceeds from the Offering, together with cash on balance sheet, will be used to (i) repay in full and cancel the indebtedness incurred by the Issuer under the bridge facility agreement entered into in connection with the completion of the Acquisition, including accrued interest thereon, and (ii) pay certain fees and expenses in connection with the Offering and the refinancing of such indebtedness.

This press release constitutes a public disclosure of inside information by Kepler S.p.A. under Regulation (EU) 596/2014 and Commission Implementing Regulation (EU) 2016/1055.

Cautionary Statements

There can be no assurance that the Offering will be completed or, if completed, as to the terms on which it will be completed.

This press release is for information purposes only and does not constitute any offer to sell or the solicitation of an offer to buy any security in the United States or in any other jurisdiction. The Notes have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the “Securities Act”), or applicable state or foreign securities laws and may not be offered or sold in the United States without registration under federal or applicable state securities laws or an applicable exemption from such registration requirements. The Notes will be offered (a) in the United States to “qualified institutional buyers” as defined in Rule 144A under the Securities Act and (b) outside the United States (i) in an offshore transaction in accordance with Regulation S under the Securities Act, (ii) if resident in a Member State of the European Economic Area, to “qualified investors” within the meaning of Article 2(e) of Regulation 2017/1129/EU and amendments thereto (the “Prospectus Regulation”) and any relevant implementing measure in each Member State of the European Economic Area and (iii) if a resident of the United Kingdom, to “qualified investor” within the meaning of Prospectus Regulation as it forms part of domestic law by virtue of the European Union (Withdrawal) Act 2018 (the “UK Prospectus Regulation”).

This press release does not constitute an offer to the public in Italy of financial products, as defined under article 1, paragraph 1, letter (t) of legislative decree no. 58 of 24 February 1998, as amended (the “Italian Financial Act”). The Notes cannot be offered, sold or delivered, directly or indirectly, in the Republic of Italy either on the primary or on the secondary market to any natural persons nor to entities other than qualified investors (investitori qualificati) as referred to in Article 2, paragraph (e), of the Prospectus Regulation or unless in any circumstances which are exempt from the rules on public offerings pursuant to Article 1 of the Prospectus Regulation and the implementing regulations issued by the Commissione Nazionale per le Società e la Borsa, the Italian securities and financial markets regulator (“CONSOB”), including Article 34-ter, paragraph 1, letter b) of CONSOB Regulation No. 11971 of May 14, 1999, as amended (the “Issuers Regulation”), and the applicable Italian laws and regulations.

This press release is for informational purposes only and does not constitute and shall not, in any circumstances, constitute a public offering or an invitation to the public in connection with any offer within the meaning of the Prospectus Regulation or the UK Prospectus Regulation. The Offering will be made pursuant to an exemption under the Prospectus Regulation and the UK Prospectus Regulation from the requirement to produce a prospectus for offers of securities.

Information to Distributors

Manufacturer target market (MIFID II product governance; UK MiFIR product governance) is eligible counterparties and professional clients only (all distribution channels). No PRIIPs key information document (KID) for offering or selling the Notes or otherwise making them available to retail investors in the European Economic Area has been prepared.

Forward Looking Statements

This press release may include “forward-looking statements” within the meaning of the securities laws of certain applicable jurisdictions. These forward-looking statements include, but are not limited to, all statements other than statements of historical facts contained in this press release, including, without limitation, those regarding the Issuer and the Biofarma Group’s intentions, beliefs or current expectations concerning, among other things: the Issuer and the Biofarma Group’s future financial conditions and performance, results of operations and liquidity; the Issuer and the Biofarma Group’s strategy, plans, objectives, prospects, growth, goals and targets; future developments in the markets in which the Issuer and the Biofarma Group participate or are seeking to participate. These forward-looking statements can be identified by the use of forward-looking terminology, including the terms “anticipate,” “believe,” “continue,” “ongoing,” “estimate,” “expect,” “intend,” “may,” “plan,” “potential,” “predict,” “project,” “target,” “seek” or, in each case, their negative, or other variations or comparable terminology. By their nature, forward-looking statements involve known and unknown risks, uncertainties and other factors because they relate to events and depend on circumstances that may or may not occur in the future. Readers are cautioned that forward-looking statements are not guarantees of future performance and that the Issuer and the Biofarma Group’s actual financial condition, results of operations and cash flows, and the development of the industry in which the Issuer and the Biofarma Group operate, may differ materially from (and be more negative than) those made in, or suggested by, the forward-looking statements contained in this press release. In addition, even if the Issuer and the Biofarma Group’s financial condition, results of operations and cash flows, and the development of the industry in which the Issuer and the Biofarma Group operate, are consistent with the forward-looking statements contained in this press release, those results or developments may not be indicative of results or developments in subsequent periods.

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