Kapla Holding begins tender offer for 2027 notes, exchange offer for 2026 notes

By Marisa Wong

Los Angeles, Jan. 19 – Kapla Holding SAS announced it has begun an offer to purchase for cash its €200 million outstanding senior secured floating-rate notes due 2027 (ISIN: XS2463546007), up to a maximum acceptance amount.

Kapla separately announced a concurrent offer to exchange its €400 million outstanding senior secured floating-rate notes due 2026 (ISIN: XS2010033269) for new senior secured floating-rate notes due 2030 plus a cash consideration.

2027 notes tender offer

Kapla is offering to purchase the 2027 notes at 101, plus accrued interest, according to a notice.

The maximum acceptance amount will be announced after the expiration time, 11 a.m. ET on Jan. 25.

The company will only accept tenders with respect to the Regulation S notes of the series and will not accept any of the Rule 144A notes of the same series.

The company noted that it may redeem some or all of the 2027 notes that are not tendered in the tender offer.

2026 notes exchange offer

Kapla is offering to exchange its 2026 notes at an exchange consideration of €1,000 of new 2030 notes per €1,000 principal amount of existing notes, plus a cash consideration equal to par less the issue price of the new money notes.

The company will also pay accrued interest.

Only the Regulation S 2026 notes are covered by the exchange offer. The issuer will not accept for exchange Rule 144A notes of the same series.

Conditions, new notes

The tender offer and the exchange offer are conditioned on completion of the exchange offer and a new money notes offering in a combined aggregate amount of at least €250 million.

The company said it intends to offer for cash new senior secured floating-rate notes due 2030. The exchange notes and the new money notes will have identical terms and form a single class.

Proceeds from the new money notes are expected to fund the tender offer, to repay amounts outstanding under the issuer’s super senior revolving credit facility and to pay fees and expenses in connection with the exchange offer and new money offer.

The new money notes, exchange offer and tender offer are expected to settle simultaneously on Feb. 5.

The dealer managers are Credit Agricole CIB (+44 20 7214 5903; liability.management@ca-cib.com) and J.P. Morgan SE (+44 20 7134 4353; Liability_management_EMEA@jpmorgan.com).

Kroll Issuer Services Ltd. (+44 20 7704 0880; kiloutou@is.kroll.com; https://deals.is.kroll.com/kiloutou; attn.: Thomas Choquet and Alessandro Zorza) is the exchange and tabulation agent.

Kapla is the issuer for French equipment rental company Kiloutou.

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