Ladbrokes seeks to waive change-of-control put under 2022, 2023 notes

By Marisa Wong

Morgantown, W.Va., Feb. 13 – Ladbrokes Group Finance plc said it is soliciting consents from holders of its £100 million 5 1/8% bonds due 2022 and £400 million 5 1/8% notes due 2023, both guaranteed by Ladbrokes Coral Group plc, to authorize waivers of a change-of-control covenant and amend some provisions of the notes’ trust deeds.

The issuer is seeking to amend the trust deeds for both series of notes to substitute GVC Holdings plc for Ladbrokes Coral Group as guarantor and to designate Ladbrokes Coral Group as an additional guarantor. On Dec. 22, GVC and Ladbrokes entered into an agreement for GVC to acquire the entire ordinary share capital of Ladbrokes. The acquisition is expected to be completed on March 28.

Ladbrokes is also asking the noteholders to direct the notes trustee, Law Debenture Trust Corp. plc, to enter into an intercreditor agreement with creditors of GVC on behalf of the noteholders.

In addition, the issuer is seeking consents from noteholders to waive the change-of-control put option expected to be triggered upon completion of the acquisition. If the change-of-control covenant is not waived, the notes will be putable at 101.

Ladbrokes is offering a consent fee of £0.30 cash per £100 principal amount to holders who deliver their consents by the consent fee deadline, which is 11 a.m. ET on Feb. 23 for the 2023 notes and 11 a.m. ET on March 6 for the 2022 notes.

Noteholder meetings will be held on March 9 in London. The meeting for the 2022 notes will be at 5 a.m. ET, and the meeting for the 2023 notes will be at 5:15 a.m. ET.

The proposals are subject to some conditions. Once those conditions are satisfied, the proposals will be implemented and the consent fee will be paid five days after the conditions are met. The acquisition is not conditioned on the consent solicitation, the issuer noted.

Barclays Bank plc (+44 20 3134 8515 or eu.lm@barclays.com) is the solicitation agent. Bondinvest Capital Ltd (+44 14 0378 8456 or m.dyson@bondcap.co.uk and m.smith@bondcap.co.uk) is the retail bond solicitation consultant. Lucid Issuer Services Ltd. (+44 20 7704 0880 or ladbrokes@lucid-is.com) is the tabulation and information agent.

Ladbrokes is a London-based betting and gaming company.

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