Norges Statsbaner extends deadline for 4.625% notes, gets needed consents for other notes

By Angela McDaniels

Tacoma, Wash., Nov. 15 – Norges Statsbaner AS has received enough consents to substitute Materiellselskapet AS as the issuer and principal debtor for eight series of its notes, according to a company announcement.

For one remaining series, the company’s NOK 1.15 billion 4.625% notes due January 2027, the noteholder meeting was adjourned due to lack of a quorum. As a result, the consent solicitation for this series of notes was extended to 11 a.m. ET on Nov. 25, and the adjourned meeting will be held Nov. 30.

As announced Oct. 24, Norway’s national railway sought to amend its

• CHF 250 million 2.125% notes due February 2020;

• CHF 125 million 1.125% notes due May 2023;

• NOK 600 million floating-rate notes due February 2019;

• NOK 400 million 3.1% notes due April 2019;

• NOK 300 million floating-rate notes due April 2019;

• NOK 300 million 3.08% notes due February 2021;

• NOK 350 million 4.25% notes due January 2022;

• NOK 500 million 3.75% notes due February 2026; and

• NOK 1.15 billion 4.625% notes due January 2027.

Noteholder meetings were held on Nov. 15. At the meeting for the holders of the 2.125% notes, 97.51% of the votes cast were in favor of the proposal. At the meetings for the remaining series of notes other than the 4.625% notes, 100% of the votes were cast in favor of the proposal.

The consent solicitations ended at 11 a.m. ET on Nov. 10. Holders who provided consent instructions in favor of the proposal by that time will receive a consent fee of 0.2% on Nov. 22.

On Nov. 9, the company increased the consent fee from 0.1% and extended the deadline for receiving the consent fee to coincide with the expiration of the consent solicitations. Before the change, holders had to provide consent by 11 a.m. ET on Nov. 4 in order to receive the fee.

Background

The issuer substitution is being made in connection with an asset purchase agreement on Oct. 14 between the existing issuer and the new issuer.

A preliminary rating of A+ has been given to the new issuer and the notes by S&P Global Ratings.

The rolling stock owned by the existing issuer and some employees were transferred to the new issuer on Oct. 15 under the terms of the asset purchase agreement. In return for the rolling stock and other rights, assets and liabilities taken over by the new issuer, the new issuer has agreed to assume the obligations of the existing issuer under the notes, and they entered into a lease contract in which the existing issuer leases back the rolling stock transferred to the new issuer.

The existing issuer has been responsible for procuring its own rolling stock and has acquired its rolling stock after extensive competitive tendering under the Norwegian Public Procurement Act.

The rolling stock “was developed specifically for the Norwegian rail system and climate, represents a significant investment and has a long remaining useful life, and therefore represents a potential barrier to entry for new train operators in the Norwegian passenger rail market,” the company said in a prior news release.

“To reduce entry barriers and ensure competition for passenger train services on equal terms,” the Ministry of Transport decided to transfer the rolling stock to the new issuer and ordered that it be made available to the train operators that win the tenders for the traffic packages.

The initial step under a proposed reform has been the internal reorganization of the companies and business sectors within the existing issuer.

The consent solicitations are only being made to holders who are non-U.S. persons under Regulation S.

Barclays Bank plc (+44 20 3134 8515 or eu.lm@barclays.com) is the solicitation agent. D.F. King Ltd. (+44 20 7920 9700, nsb@dfkingltd.com or https://sites.dfkingltd.com/nsb) is the global information agent and Swiss tabulation agent. Nordic Trustee ASA is the VPS tabulation agent.

Norges Statsbaner, trading as NSB AS and known in English as the Norwegian State Railways, is a government-owned railway company based in Oslo.

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