InterXion Holding N.V. (“Interxion”, “we”, “us”, or the
“Company”) (NYSE: INXN), announces the commencement of an
offer to purchase for cash (the “Tender Offer”) any and all of
Interxion’s outstanding euro-denominated 9.50% Senior Secured Notes
due 2017 (the “Notes”). In conjunction with the Tender Offer,
Interxion is soliciting consents (the “Consents”) from Holders of
Notes (“Holders”) to amend the indenture governing the Notes (the
“Indenture”) to eliminate or modify substantially all of the
restrictive covenants and certain events of default and related
provisions (the “Proposed Amendments”) contained in the Indenture
(the “Consent Solicitation,” and together with the Tender Offer,
the “Offer”). We will pay the Consent Payment indicated in the
table below to each Holder who validly consents to the Proposed
Amendments prior to the Consent Payment Deadline. Holders who
tender Notes in the Tender Offer are deemed to consent to the
Proposed Amendments. Approval of the Proposed Amendments with
respect to the Indenture requires the Consent of the Holders of at
least a majority in aggregate principal amount of the Notes then
outstanding, excluding for such purposes any Notes owned by the
Company or any of its affiliates (“Majority Consent”).
The Offer is being made upon the terms and subject to the
conditions set forth in the Offer to Purchase Statement and Consent
Solicitation Statement dated June 3, 2013 (as it may be amended or
supplemented from time to time, the “Offer to Purchase”).
Capitalized terms used in this announcement have the meanings
ascribed to them in the Offer to Purchase.
The amounts in cash to be paid for the tender of Notes and
delivery of Consents for each €1,000 principal amount of Notes
accepted for purchase are set forth in the table below. In
addition, we will pay accrued and unpaid interest (“Accrued
Interest”) up to, but not including, the Settlement Time (as
defined below).
Principal Amount Tender
Offer Consent Total ISIN Common
Code Title of Security Outstanding
Consideration(1)(2) Payment (2)
Consideration(1)(2)(3) Reg S: XS0487557125 Reg S:
048755712 9.50% Senior Secured €260,000,000 €1,092.00 €10.00
€1,102.00 144A: XS0487557398 144A: 048755739 Notes due 2017
(1) Does not include Accrued Interest.
(2) Per €1,000.00 principal amount of
Notes validly tendered and accepted for purchase.
(3) Inclusive of Consent Payment.
Holders who validly tender their Notes and validly deliver their
Consents and do not validly withdraw their Notes and revoke their
Consents on or prior to 5:00 p.m., New York City time on June 14,
2013, unless extended (the “Consent Payment Deadline”), and which
Notes are accepted for purchase by us, will be eligible to receive
the “Tender Offer Consideration” (indicated in the table above) and
the “Consent Payment” (indicated in the table above, which together
with the Tender Offer Consideration, amount to the “Total
Consideration”). Holders who validly tender their Notes and validly
deliver their Consents after the Consent Payment Deadline on or
before 11:59 p.m., New York City time on June 28, 2013, unless
extended (the “Expiration Time”), and which Notes are accepted for
purchase by us, will be eligible to receive the Tender Offer
Consideration. Notes tendered and Consents delivered may only be
withdrawn and revoked prior to the Consent Payment Deadline. Notes
tendered and Consents delivered after the Consent Payment Deadline
and prior to the Expiration Time may not be withdrawn and revoked,
except as provided by law.
Outstanding Notes may be tendered, and will be accepted for
purchase, only in minimum denominations of €50,000 and integral
multiples of €1,000, unless such requirement is waived by
Interxion, provided that any Holder may tender all Notes held by
such Holder and we may accept such Notes for purchase, even if the
aggregate principal amount of such Notes is less than €50,000 or
not an integral multiple of €1,000.
If we will accept for purchase all validly tendered Notes at the
Expiration Time, payment for all such Notes will be made promptly
thereafter (the “Settlement Time”), except if we terminate the
Tender Offer, at our discretion. The payment of the Total
Consideration and the Tender Offer Consideration, as the case may
be, shall include Accrued Interest up to, but not including, the
Settlement Time.
The tender of Notes pursuant to the Offer will be deemed to
constitute (i) a tender of the Notes and (ii) the delivery of a
Consent by the holder with respect to such Notes. A valid
withdrawal of tendered Notes prior to the Consent Payment Deadline
will constitute the concurrent revocation of such holders’ related
Consent and will render such holder ineligible to receive the
Consent Payment.
If you do not tender your Notes, they will remain outstanding.
We currently intend to issue a notice of redemption for any and all
Notes not tendered in the Offer and redeem such Notes in accordance
with the terms of the Indenture at a redemption price equal to a
make-whole amount as calculated in accordance with the terms of the
Indenture, plus accrued and unpaid interest to, but excluding, the
date of redemption. We may deliver such notice of redemption at the
Expiration Time.
From time to time after the Expiration Time of the Offer, or
after termination or withdrawal of the Offer, Interxion and its
affiliates may acquire Notes through open-market purchases,
privately negotiated transactions, tender offers, exchange offers,
redemptions or otherwise, upon such terms and at such prices as
Interxion and its affiliates may determine (or as may be provided
for in the Indenture), which may be more or less than the Tender
Offer Consideration or the Total Consideration for the Notes and
could be for cash or other consideration.
Interxion’s acceptance for purchase of Notes validly tendered
and Consents validly delivered pursuant to the Tender Offer and
Consent Solicitation, and the payment of the Total Consideration or
Tender Offer Consideration, as the case may be, are subject to, and
conditioned upon, the satisfaction or waiver of certain conditions,
including the issuance of new euro senior secured notes in an
aggregate principal amount sufficient to fund the Offer, the
post-closing redemption and all applicable premiums, fees and
expenses applicable thereto, and the entry into a new revolving
credit facility. Interxion reserves the right to waive or modify in
whole or in part any and all conditions to the Offer to Purchase
and to otherwise amend the Offer. Interxion also has the right to
terminate the Offer at any time and for any reason, and to extend
or otherwise amend the Consent Payment Deadline or the Expiration
Time. Details of any such extension or amendment will be announced
as provided in the Offer to Purchase as soon as reasonably
practicable after the relevant decision is made. Additionally,
Interxion reserves the right, in its sole and absolute discretion,
not to accept any tender of Notes (and delivery of the
corresponding Consent). In the event of a termination of the Offer,
all Notes tendered pursuant to the Offer will be promptly returned
to the tendering Holders. See “Terms of the Tender Offer and
Consent Solicitation” in the Offer to Purchase.
The Total Consideration and the Tender Offer Consideration will
be payable in cash at the Settlement Time. Under no circumstances
will any interest be payable because of any delay in the
transmission of funds to Holders by any of the Clearing
Systems.
The Proposed Amendments will be set forth in a supplemental
indenture (the “Supplemental Indenture”) which will become
effective upon execution and delivery by Interxion, the Trustee (as
defined below), the Security Agent (as defined below) and any other
applicable party. It is anticipated that Interxion, the Trustee,
the Security Agent and any other applicable party will execute the
Supplemental Indenture in respect of the Notes upon receipt of the
Majority Consent or promptly thereafter. In any such event,
although the Supplemental Indenture will become effective upon
execution, the Proposed Amendments will not become operative until
the Settlement Time.
If the Proposed Amendments to the Indenture are adopted, Notes
not tendered, that are tendered and validly withdrawn or that we do
not accept for purchase pursuant to the Offer will remain
outstanding and subject to the Indenture, as modified by the terms
of the Supplemental Indenture as described under “Proposed
Amendments” in the Offer to Purchase. Holders of those Notes will
no longer be entitled to the benefit of the principal restrictive
covenants and certain other provisions presently contained in the
Indenture.
IF THE PROPOSED AMENDMENTS BECOME OPERATIVE, THEY WILL APPLY TO
ALL NOTES ISSUED UNDER THE INDENTURE, AND EACH HOLDER OF NOTES THAT
ARE NOT VALIDLY TENDERED AND ACCEPTED FOR PURCHASE HEREUNDER WILL
BE BOUND BY SUCH PROPOSED AMENDMENTS.
Lucid Issuer Services Limited is acting as the Tender and
Information Agent (in such capacity, the “Tender and Information
Agent”) for the Offer. The Trustee for the Notes is The Bank of New
York Mellon, London Branch (the “Trustee”). The Security Trustee
for the Notes is Barclays Bank PLC (the “Security Agent”). Barclays
Bank PLC is acting as dealer manager and consent solicitation agent
(in such capacity, the “Dealer Manager”).
In accordance with normal and accepted market practice, the
Trustee, the Dealer Manager, the Tender and Information Agent and
the Security Agent express no opinion as to the merits of the
proposals as presented to Holders in the Offer to Purchase.
Furthermore, the Trustee, the Dealer Manager, the Tender and
Information Agent and the Security Agent make no assessment of the
impact of the proposals as presented to Holders on the interests of
the Holders either as a class or as individuals and make no
recommendation as to whether Consents to these proposals should be
given.
NONE OF INTERXION, ITS BOARD OF DIRECTORS, THE TRUSTEE, THE
TENDER AND INFORMATION AGENT, THE SECURITY AGENT, THE DEALER
MANAGER OR ANY OF ITS AFFILIATES MAKES ANY RECOMMENDATION AS TO
WHETHER HOLDERS SHOULD TENDER THEIR NOTES PURSUANT TO THE OFFER TO
PURCHASE.
THE OFFER TO PURCHASE SHOULD BE READ CAREFULLY BEFORE A DECISION
IS MADE WITH RESPECT TO THE TENDER OFFER AND CONSENT
SOLICITATION.
Requests for information in relation to the Offer should be
directed to:
Barclays Bank PLC
5 The North Colonnade
London E14 4BB
United Kingdom
Telephone: +44 20 7773 8990
Email: eu.lm@barclays.com
Requests for information in relation to the procedures for
participating in the Offer should be directed to:
Lucid Issuer Services Limited
Leroy House
436 Essex Road
London N1 3QP
United Kingdom
Telephone: +44 20 7704 0880
Attention: Sunjeeve Patel
Email: interxion@lucid-is.com
DISCLAIMER
This announcement must be read in conjunction with the Offer to
Purchase. This announcement and the Offer to Purchase contain
important information which should be read carefully before any
decision is made with respect to the Offer. If you are in any doubt
as to the action you should take, you are recommended to seek your
own financial and legal advice, including as to any tax
consequences, immediately from your stockbroker, bank manager,
solicitor, accountant or other independent financial or legal
adviser. Any individual or company whose Notes are held on its
behalf by a broker, dealer, bank, custodian, trust company or other
nominee or intermediary must contact such entity if it wishes to
tender Notes in the Offer. None of the Dealer Manager, the Tender
and Information Agent, the Trustee, the Security Agent or the
Company or any of their respective affiliates makes any
recommendation as to whether Holders should participate in the
Offer. The Dealer Manager and its affiliates are acting exclusively
for the Company and for no one else in connection with the Offer
and will not be responsible to anyone other than the Company for
providing the protections afforded to the customers of such Dealer
Manager or its affiliates or for providing advice in relation to
the Offer or any transaction or arrangement referred to herein.
OFFER AND DISTRIBUTION RESTRICTIONS
NEITHER THE OFFER TO PURCHASE NOR ANY RELATED DOCUMENT HAS
BEEN FILED WITH THE U.S. SECURITIES AND EXCHANGE COMMISSION, NOR
HAS ANY SUCH DOCUMENT BEEN FILED WITH OR REVIEWED BY ANY U.S. STATE
SECURITIES COMMISSION OR REGULATORY AUTHORITY OF THE NETHERLANDS,
FRANCE, ITALY, THE UNITED KINGDOM OR ANY OTHER COUNTRY. NO
AUTHORITY HAS PASSED UPON THE ACCURACY OR ADEQUACY OF THE ATTACHED
OFFER TO PURCHASE OR ANY RELATED DOCUMENTS, AND IT IS UNLAWFUL AND
MAY BE A CRIMINAL OFFENCE TO MAKE ANY REPRESENTATION TO THE
CONTRARY.
THE DISTRIBUTION OF THE OFFER TO PURCHASE IN CERTAIN
JURISDICTIONS MAY BE RESTRICTED BY LAW. PERSONS INTO WHOSE
POSSESSION THE OFFER TO PURCHASE COMES ARE REQUIRED BY THE COMPANY,
THE DEALER MANAGER AND THE TENDER AND INFORMATION AGENT TO INFORM
THEMSELVES ABOUT, AND TO OBSERVE, ANY SUCH RESTRICTIONS.
This announcement, the Offer to Purchase, and any other
materials or advertisements in connection with the Offer may not be
distributed or published in any jurisdiction, except under
circumstances that will result in compliance with the applicable
rules and regulations of such jurisdiction. In those jurisdictions
where the securities, blue sky or other laws require the Offer to
be made by a licensed broker or dealer, and the Dealer Manager or
any of its affiliates is such a licensed broker or dealer in such
jurisdictions, the Offer shall be deemed to be made by the Dealer
Manager or such affiliate (as the case may be) on behalf of
Interxion in such jurisdictions. Persons into whose possession this
document comes are advised to inform themselves about and to
observe any restrictions relating to the Offer and the distribution
of this announcement, the Offer to Purchase and any other related
materials.
This announcement and the Offer to Purchase do not constitute
an offer or solicitation to purchase Notes in any jurisdiction in
which, or to, or from, any person to, or from, whom, it is unlawful
to make such offer or solicitation under applicable securities or
blue sky laws.
InterxionJim Huseby, +1-813-644-9399Investor
RelationsIR@interxion.com
InterXion Holding NV (NYSE:INXN)
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InterXion Holding NV (NYSE:INXN)
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