Cramo gives results of tender, consent bid for 2.375% notes due 2022

By Sarah Lizee

Olympia, Wash., June 30 – Cramo plc announced the completion of its consent solicitation and the results of its any-and-all cash tender offer for its €134.2 million 2.375% notes due 2022 (ISIN: FI4000232509), according to a press release.

By the deadline at 9:30 a.m. ET on June 23, valid tender and voting instructions were received for €128,684,000 of the notes. The company said it has accepted for purchase all notes tendered under the offer.

The noteholders’ meeting for the consent bid was held at 1:30 a.m. ET on June 30. The quorum requirement was met and the resolution was passed.

The amendment to the notes’ terms and conditions became effective Tuesday, and the redemption date of the notes is set to be July 14. Therefore, the notes that will not be redeemed as part of the tender offer will be redeemed on July 14 to their nominal value together with accrued interest.

As previously reported, Cramo had increased the offer price for each note validly tendered under the tender offer to 102 from 101.5 previously.

Noteholders who had already tendered their notes did not have to re‑tender their notes or take any other action as a result of the increase in the tender consideration.

Boels Topholding BV gained title to all the shares in Cramo on June 3, 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.

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

Cramo solicited 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 constituted a quorum if at least two persons representing at least 50% of the principal amount of the notes attends the noteholders’ meeting or, had a quorum not been present and the proposal was adjourned for consideration at a second noteholders’ meeting, if at least two persons representing at least 10% of the principal amount of the notes attended a second noteholders’ meeting.

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

Noteholders that did not wish to participate in the tender offer but wanted to vote against or in favor of the proposal could 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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