Fugro: Announces offer of €100M subordinated convertible bonds
Fugro NV (“Fugro”), the world’s leading, independent provider of geo-intelligence and asset integrity solutions for large buildings, industrial facilities, infrastructure and natural resources, announces today an offer (the “Offering”) of EUR 100 million subordinated unsecured convertible bonds due 2024 (the “Bonds”).
The proceeds will be offered to the United States Private Placement (USPP) noteholders for early repayment, resulting in additional headroom under the financial covenants, reduced interest expense, increased financial flexibility and extension of the debt maturity profile. Fugro will use any remaining proceeds to repay senior debt.
The Bonds will be convertible into certificates (certificaten van aandelen) representing ordinary shares in the capital of Fugro (the “Certificates”). In case of an insolvency event, any claims of holders of the Bonds against Fugro will be subordinated to claims of certain of Fugro’s senior creditors. In addition, there will be restrictions on certain payments under the Bonds if there is a default in respect of claims of certain senior creditors.
The Bonds are expected to carry a coupon in the range of 4.0% to 4.5% per annum, payable semi-annually in arrear in equal instalments on 2 May and 2 November in each year, and a conversion premium of 40% to 50% over the volume weighted average price of the Certificates quoted on Euronext Amsterdam on 30 October 2017.
The Bonds will be issued at 100% of their principal amount. Holders of the Bonds will be entitled to require an early redemption of their Bonds on the fifth anniversary of their issue, at the principal amount. Unless previously redeemed, converted or purchased and cancelled, the Bonds will be redeemed at their principal amount on or around 2 November 2024.