Cargotec gets needed consents to amend 2025, 2026 notes

By Marisa Wong

Los Angeles, Feb. 26 – Cargotec Corp. announced positive results from its Feb. 8 written procedures to solicit consents, waivers and decisions to amend the terms and conditions of its €100 million 1.25% senior notes due 2025 (ISIN: FI4000399688) and €150 million 1.625% senior notes due 2026 (ISIN: FI4000399696).

In a Monday press release, Cargotec said the proposal was approved by the required majority of holders of the 2025 notes and 2026 notes participating in the written procedure.

The written procedure was initiated in connection with Cargotec’s partial demerger announced on Feb. 1. Under the partial demerger, all assets, debts and liabilities of Cargotec relating to the Kalmar business area or mainly serving the Kalmar business area of Cargotec would be transferred to a new company named Kalmar Corp.

The consents and waivers became effective immediately upon approval, and the amendments will become effective at the completion of the demerger. The effective date is expected to take place on June 30.

Written procedures

The written procedures called for a quorum of two or more noteholders representing at least 50% of the principal amount of the 2025 notes and 2026 notes, as applicable, responding to the proposal.

To be approved, the proposal needed more than 50% of the votes cast in the respective written procedure to be in favor of the proposal.

Had less than 50% of the principal amount of the 2025 notes or 2026 notes, as applicable, replied to the proposal, Cargotec would have extended the time for holders to reply in the written procedure, and lower quorum requirements would have been applied.

To be eligible to participate in the respective written procedure, a person had to be registered as a noteholder as of Feb. 23.

The final deadline for submission of a voting form is 6 a.m. ET on March 1.

Consent fees

Subject to the proposal being approved and completion of the demerger prior to Sept. 30, the backstop date, Cargotec will pay each noteholder a 0.35% consent fee.

In addition to the consent fee, holders will be eligible for an early bird consent fee of 0.15% of the principal amount of notes voted (regardless of whether the vote is for or against the proposal) by the early bird consent fee deadline at 6 a.m. ET on Feb. 16.

Payment of the consent fee and early bird consent fee will be made 10 business days after completion of the demerger.

Nordea Bank Abp (NordeaLiabilityManagement@nordea.com; +45 61 36 03 79) is solicitation agent in respect of the written procedures.

Based in Helsinki, Finland, Cargotec makes cargo-handling machinery for ships, ports, terminals and local distribution.

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