Vieo gets waiver for €400 million of bonds due 2022 under new terms

By Susanna Moon

Chicago, Dec. 12 – Vieo BV secured the needed responses for waivers and amendments under its €400 million senior secured callable bond issue 2017/2022.

The proposal passed by way of written resolution on Wednesday, according to a notice by Nordic Trustee AS.

The resolution dated Dec. 12 was used to replace the amendment to the terms dated July 6 and the proposal dated July 27, which was adopted Aug. 1, according to a separate notice by the trustee.

As announced, the company was seeking bondholder approval for the waiver and amendments through a written resolution that had run until 11 a.m. ET on Aug. 1.

Specifically, the issuer was asking bondholders to waive two Aug. 27 deadlines for the delivery of financial statements and to approve a new deadline of Nov. 30.

The company secured the needed majority of bondholder consents to amend the bonds. Bondholder approval of the proposal, however, was conditioned on a two-part buyback offer.

As reported Sept. 11, Vieo did not settle the additional margin amount needed for the contingent waiver obtained on Aug. 1 and was holding negotiations with the bondholders ad hoc committee.

The additional margin amount was due on the interest payment date of Sept. 7.

The new resolution stipulates that the waivers become effective on the date of the proposal, according to a notice by trustee Nordic Trustee AS.

The conditions include amendment of the guarantee agreement; waiver and authorization for the parent share pledge; a share pledge granted by the parent and Palmarium Netherlands BV over each of their shares in the issuer to secure the parent’s obligation to pay the parallel liability for the cash injection under the guarantee agreement; appointment of PJT Partners (UK) Ltd. as financial adviser to the ad hoc committee; and termination of the working capital facility.

In return for the waiver, the issuer will pay a fee of €1.5 million and the sponsor will pay a fee of €500,000 to the bondholders on a pro rata basis within 15 business days of the buyback completion date.

The voting deadline was set for 11 a.m. ET on Dec. 20.

More background

Under the previous terms, in order for the waiver to be terminated, the bond trustee said it needed written notification from holders of at least 50% of the bonds.

The company said on Aug. 28 that it and its shareholder were holding “constructive” talks with the bondholders’ ad hoc committee about the equity injection needed for its buyback offer.

The discussions were to include clarification and amendments of principles and definitions in the bond documentation.

Vieo said it was also working to finalize the audited financial statements for the fourth quarter of 2017 and that it “remains committed to deliver Q1 and Q2 2018 interim financial figures as soon as the audit of the Q4-2017 financial statements is finalized.”

The company noted on Aug. 15 that it had not received the tranche 1 equity amount referred to in the notice of written resolution dated July 27 and approved on Aug 2.

A €15 million tranche of new cash equity was to be deposited by Pareto Securities AS, the issuer’s financial advisor, by Aug. 15. That amount was to be used to settle the buyback offer by no later than Aug. 24.

After that, a second buyback of €15 million was to be initiated by Oct. 15. The second buyback had to be completed by Oct. 29.

Vieo added that it was close to finalizing the audit of its 2017 annual financial statements and publication of its interim accounts for the first quarter of 2018.

In May, holders had granted extensions of the original deadlines, which the company was unable to meet.

The company was also asking to exclude new IFRS standards in the calculation of financial covenants under the terms of the bonds.

In addition, the issuer was looking to amend the maturity date to Sept. 7, 2020.

The issuer proposed an update to the call option so that the bonds would be callable in whole or in part at 101 from and including July 27 to but excluding the maturity date.

The proposal also included changes to some definitions.

Vieo provides wireline telecommunication services and operates in the Netherlands.

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