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

By Mary-Katherine Stinson

Lexington, Ky., Jan. 26 – Kapla Holding SAS concluded its concurrent offers to purchase for cash its €200 million outstanding senior secured floating-rate notes due 2027 (ISIN: XS2463546007), up to a maximum acceptance amount, and 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, according to multiple notices.

The company also announced a call of the remaining outstanding 2026 notes.

2027 notes tender offer

The maximum acceptance amount has been set at €143,874,000, which was announced after the expiration time of 11 a.m. ET on Jan. 25.

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

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

The company previously noted that it may redeem some or all of the 2027 notes that are not tendered in the tender offer. The offeror delivered a conditional notice of redemption on Jan. 26 to holders of the existing 2027 notes for all non-tendered notes. All existing 2027 notes will be redeemed and cancelled on Feb. 6.

2026 notes exchange offer

The company announced that the final acceptance amount for the 2026 notes is €188,143,000.

As previously reported, Kapla was 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 were covered by the exchange offer. The issuer did not accept for exchange Rule 144A notes of the same series.

Immediately following the transactions, approximately €211,857,000 in aggregate principal amount of the existing 2026 floating rate notes will remain outstanding.

The company said it would redeem the remaining 2026 notes on Feb. 6 at par plus accrued interest for a total payment of €213,968,213.85.

Conditions, new notes

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

On Jan. 26, Kapla also successfully priced its offering of €461,857,000 in aggregate principal amount of new senior secured floating rate notes due 2030. The notes priced at par.

The exchange notes and the new money notes will have identical terms and form a single class.

The new money notes will bear interest at a floating rate equal to Euribor, with a 0% floor, plus 350 basis points reset quarterly.

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.

On the settlement date, the offeror will issue €650 million in total principal amount of new notes (ISIN: XS2756269960, XS2756270117).

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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