Ladbrokes gets OK to waive change-of-control put under 2022 notes

By Wendy Van Sickle

Columbus, Ohio, March 23 – Ladbrokes Group Finance plc said an extraordinary resolution containing some amendments to its £100 million 5 1/8% bonds due 2022 was passed by noteholders at a meeting on Friday.

The resolution had been set to go to vote on March 9, but that meeting was adjourned until Friday over a lack of quorum.

A similar extraordinary resolution regarding the issuer’s 5 1/8% notes due 2023 did go to vote on March 9 and was passed by noteholders on that date.

Both sets of notes are guaranteed by Ladbrokes Coral Group plc and both extraordinary resolutions authorize waivers of a change-of-control covenant and amended some provisions of the notes’ trust deeds.

The issuer was 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 was 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 was 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 had not been waived, the notes would have become putable at 101.

Ladbrokes was offering a consent fee of £0.30 cash per £100 principal amount to holders who delivered their consents by the consent fee deadline.

Implementation of the 2022 extraordinary is subject to the satisfaction of some conditions, including closing of the acquisition, and the issuer will announce the implementation date and proposed payment date of the consent fee following the acquisition, according to Friday’s notice.

The consent solicitation was announced on Feb. 13.

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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