Platin 1426. GmbH (the “Issuer”), the direct parent of Schenck Process Holding GmbH (together with Platin 1425. GmbH and its other subsidiaries, “Schenck Process”), today announced that it has successfully priced €75,000,000 aggregate principal amount of 6.875% senior secured notes due 2023 (the “Notes”), which will be issued as additional notes under the indenture (the “Indenture”) governing its existing (i) €425 million aggregate principal amount of 5.375% senior secured notes due 2023 issued on December 21, 2017 (the “Original Notes”) and (ii) €125 million aggregate principal amount of 6.875% senior secured notes due 2023 issued on August 3, 2018 (the “2018 Additional Notes” and, together with the Original Notes, the “Existing Notes”). The Notes will constitute a single class of debt securities with the Existing Notes under the Indenture and are fungible with the 2018 Additional Notes for U.S. federal income tax purposes. The Notes will bear a different rate of interest and differing ISIN and Common Codes to the Original Notes and will not be fungible with the Original Notes. The Notes will be issued at 98.35% of their nominal value. The offering is subject to customary closing conditions, and settlement is expected to occur on December 22, 2020.
About Schenck Process
Schenck Process, a portfolio company of funds managed or advised by The Blackstone Group Inc., is a leading global provider of mission critical equipment and solutions to diverse end-markets, including food, mining, chemicals and plastics, and infrastructure and energy. Schenck Process operates across three geographic regions: the Americas (North and South America), APAC (Asia and Oceania) and EMEA (Europe, the Middle East and Africa), and serves a broad spectrum of customers. Core competencies of Schenck Process are in customer-centric applications, development of complex engineering solutions and high-quality aftermarket services.
The Notes will be offered only to non-U.S. persons outside the United States pursuant to Regulation S under the U.S. Securities Act of 1933, as amended (the “Securities Act”), subject to prevailing market and other conditions. There is no assurance that the offering will be completed or, if completed, as to the terms on which it is completed. The Notes to be offered have not been and will not be registered under the Securities Act or the securities laws of any other jurisdiction and may not be offered or sold, directly or indirectly, in the United States or to or for the account or benefit of U.S. persons, as such term is defined in Regulation S of the Securities Act, absent registration or unless pursuant to an applicable exemption from the registration requirements of the Securities Act and any other applicable securities laws. This press release does not constitute an offer to sell or the solicitation of an offer to buy the Notes, nor shall it constitute an offer, solicitation or sale in any jurisdiction in which such offer, solicitation or sale would be unlawful.
The Notes are not intended to be offered, sold or otherwise made available to and should not be offered, sold or otherwise made available to any retail investor in the European Economic Area (“EEA”) or in the United Kingdom. For these purposes, a retail investor means a person who is one (or more) of: (i) a retail client as defined in point (11) of Article 4(1) of Directive 2014/65/EU (as amended, “MiFID II”); or (ii) a customer within the meaning of Directive (EU) 2016/97 (as amended, the “Insurance Distribution Directive”), where that customer would not qualify as a professional client as defined in point (10) of Article 4(1) of MiFID II.
This announcement does not constitute and shall not, in any circumstances, constitute a public offering nor an invitation to the public in connection with any offer within the meaning of the Regulation (EU) 2017/1129 (as amended, the “Prospectus Regulation”). The offer and sale of the Notes will be made pursuant to an exemption under the Prospectus Regulation from the requirement to produce a prospectus for offers of securities.
The manufacturer target market (MIFID II product governance) is eligible counterparties and professional clients only (all distribution channels). No PRIIPs key information document (KID) has been prepared as not available to retail in EEA or in the United Kingdom.
This communication does not constitute an offer of securities to the public in the United Kingdom and is being distributed only to, and is directed only at persons who are qualified investors (as defined in the Prospectus Regulation) who are (i) persons having professional experience in matters relating to investments falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (as amended, the “Order”), or (ii) high net worth entities falling within Article 49(2)(a) to (d) of the Order, or (iii) persons to whom it would otherwise be lawful to distribute them, all such persons together being referred to as “Relevant Persons.” Any investment or investment activity to which this communication relates is available only to Relevant Persons and will be engaged in only with Relevant Persons. Any person who is not a Relevant Person should not act or rely on this communication or any of its contents.
Neither the content of the Issuer’s website nor any website accessible by hyperlinks on the Issuer’s website is incorporated in, or forms part of, this announcement. The distribution of this announcement into certain jurisdictions may be restricted by law. Persons into whose possession this announcement comes should inform themselves about and observe any such restrictions. Any failure to comply with these restrictions may constitute a violation of the securities laws of any such jurisdiction.
This press release may include forward-looking statements. These forward-looking statements can be identified by the use of forward-looking terminology, including the terms “believes, ‟estimates”, ‟anticipates”, “expects, ‟intends”, ‟may”, ‟will” or “should” or, in each case, their negative, or other variations or comparable terminology. These forward-looking statements include all matters that are not historical facts and include statements regarding the Issuer’s or its affiliates’ intentions, beliefs or current expectations concerning, among other things, the Issuer’s or its affiliates’ results of operations, financial condition, liquidity, prospects, growth, strategies and the industries in which they operate. By their nature, forward-looking statements involve risks and uncertainties 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’s or its affiliates’ actual results of operations, financial condition and liquidity, and the development of the industries in which they operate may differ materially from those made in or suggested by the forward-looking statements contained in this press release. In addition, even if the Issuer’s or its affiliates’ results of operations, financial condition and liquidity, and the development of the industries in which they 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.
The forward-looking statements and information contained in this announcement are made as of the date hereof and the Issuer undertakes no obligation to update publicly or revise any forward-looking statements or information, whether as a result of new information, future events or otherwise, unless so required by applicable securities laws.