Cramo launches any-and-all tender offer for 2.375% notes due 2022

By Sarah Lizee

Olympia, Wash., June 12 – Cramo plc launched an any-and-all cash tender offer and consent bid for its €134.2 million 2.375% notes due 2022 (ISIN: FI4000232509), according to a press release.

The company is inviting all noteholders to tender their notes at a purchase price of 101.5.

On June 3, Boels Topholding BV gained title to all the shares in Cramo, and the shares have been delisted from Nasdaq Helsinki. Additionally, Boels entered into a senior facilities agreement in November 2019 under which the long-term financing post the combination of Cramo with the Boels group is made available. The long-term secured financing made available under the senior facilities agreement consists of €1.61 billion of secured term loans as well as a €200 million secured revolver.

Under the facilities agreement, Cramo will be required to accede also to an intercreditor agreement relating to the senior facilities agreement and to grant guarantees and provide security in favor of the secured parties under the said agreements.

Therefore, Cramo expects the put option of the terms and conditions relating to Cramo or its subsidiaries placing collateral over its assets to be triggered within the next few weeks.

The triggering of the put option gives noteholders an option to put the notes at par plus accrued interest.

Cramo said it will separately inform noteholders once the conditions for triggering the put option have occurred.

If the consent condition is not satisfied or waived by Cramo, then the tender offer will not be completed.

A noteholder who validly tenders its notes under the tender offer will be deemed to have delivered a consent. Noteholders may not tender notes without delivering a tender and voting instruction in favor of the proposal.

The tender deadline is 9:30 a.m. ET on June 23.

Cramo is soliciting consents from all noteholders to an amendment to the terms and conditions of the notes whereby the redemption date of the notes will be preponed to occur 10 business days after the proposal has been passed at the noteholders’ meeting.

The noteholders’ meeting will be held at 1:30 a.m. ET on June 30.

The noteholders’ meeting constitutes a quorum if at least two persons representing at least 50% of the principal amount of the notes attends the noteholders' meeting or, if a quorum is not present and the proposal is adjourned for consideration at a second noteholders’ meeting, if at least two persons representing at least 10% of the principal amount of the notes attends a second noteholders’ meeting.

To be passed, the resolution requires the consent of noteholders representing a majority of at least 75% of the votes cast.

Noteholders that do not wish to participate in the tender offer but want to vote against or in favor of the proposal must validly deliver consent voting instructions no later than at 5 a.m. ET on June 25.

The solicitation agent, dealer manager and tender, paying and tabulation agent is Nordea Bank Abp (+45 6161 2996, cramo-offer@nordea.com).

Cramo is a rental services company based in Vantaa, Finland.

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