El folleto está en la web de luxnext. Son 248 páginas.
Es deuda senior con cupón fijo del 8% y vencimiento en marzo de 2014.
PAga el cupón cada 6 meses, en marzo y septiembre.
Hasta aquí todo OK.
En el folleto aparece el balance de la compañía de los años 1999 al 2003, y la verdad que no eran nada del otro mundo. Ya en aquellas fechas tenía algunas pérdidas, sin embargo todavía no ha quebrado.
Mi conclusión es que en el folleto todo está bien, pero la empresa no me convence.
Suerte a los que entren.
€170,000,000
Clondalkin Industries B.V.
8% Senior Notes due 2014
Guaranteed on a senior subordinated basis by Clondalkin Group Holdings B.V.,
Clondalkin Acquisition B.V. and certain of its subsidiaries
__________________________
Clondalkin Industries B.V. (“Clondalkin”) offered €170,000,000 aggregate principal amount (the
“Offering”) of its 8% Senior Notes due 2014 (the “Notes”), which offer was fully subscribed and funded on March
11, 2004. Interest on the Notes is payable semi-annually on March 15 and September 15 each year. The first interest
payment date was September 15, 2004. At any time on or before March 15, 2008, the Notes may be redeemed in
whole or in part by paying a “make whole” premium. At any time on or after March 15, 2008, the Notes may be
redeemed in whole or in part by paying a specified premium. In addition, on or before March 15, 2007, up to 35% of
the Notes may be redeemed with the net proceeds from specified equity offerings. If Clondalkin undergoes a change
of control or sells certain of its assets, it may be required to offer to purchase the Notes from you.
The Notes are guaranteed on a senior subordinated basis (the “Guarantees”) by Clondalkin’s parent
company Clondalkin Group Holdings B.V. (“Holdings”), and by Clondalkin’s wholly owned subsidiary, Clondalkin
Acquisition B.V. (“Acquisition Co”) and by Clondalkin's other subsidiaries, being the same subsidiaries who
guarantee our senior credit facility. The Notes are general senior obligations of Clondalkin, secured by second priority
pledges by Clondalkin of certain intercompany indebtedness and all of its shares of Acquisition Co. The Guarantee by
Holdings is secured by a second priority pledge of all of its shares in Clondalkin and of certain intercompany
indebtedness.
This Listing Memorandum (“Listing Memorandum”) includes information on the terms of the Notes and
the Guarantees, including redemption and repurchase prices, covenants and transfer restrictions.
Application has been made to list the Notes on the Luxembourg Stock Exchange. The Notes were delivered
in book-entry form through Euroclear and Clearstream, on March 11, 2004, against payment of immediately available
funds.
Investing in the Notes involves a high degree of risk. See “Risk Factors” beginning on
page 18.
__________________________
The Notes have not been registered under the U.S. federal securities laws or the securities laws of any
other state within the United States. The initial purchasers named below are offering the Notes only to
qualified institutional buyers in accordance with Rule 144A of the U.S. Securities Act of 1933, as amended (the
“U.S. Securities Act”), and to non-U.S. persons outside the United States in accordance with Regulation S of
the U.S. Securities Act. See “Notice to Investors” for additional information about eligible offerees and
transfer restrictions.
__________________________
Notes Price: 100% plus accrued interest from the issue date.
__________________________
The Offering
The summary below describes the principal terms of the Notes. Certain of the terms and conditions described below are
subject to important limitations and exceptions. The “Description of the Notes” section of this Listing Memorandum contains a
more detailed description of the terms and conditions of the Notes, including the definitions of certain terms used in this summary.
Issuer.................................................. Clondalkin Industries B.V.
Notes Offered..................................... €170,000,000 aggregate principal amount of 8% senior notes due 2014.
Delivery Date ..................................... The Senior Notes were issued on March 11, 2004.
Maturity Date .................................... March 15, 2014.
Interest Payment Dates ..................... Semi-annually each March 15 and September 15, commencing September 15, 2004. We
paid €6.9 million interest on September 15, 2004, being interest accrued from the
delivery date on March 11, 2004 to September 15, 2004.
Guarantees......................................... The Notes are guaranteed on a senior subordinated basis by Acquisition Co and
Clondalkin's other subsidiaries, being the same subsidiaries which also guarantee the
Senior Credit Facility (the “Subsidiary Guarantees”). The Notes are also guaranteed on
an unconditional and irrevocable basis by Holdings, subject to certain proceeds turnover
provisions (the “Parent Guarantee”). As of December 31, 2003, on a pro forma basis after
giving effect to the Transactions, the Guarantors accounted for approximately 94.5% of
our tangible assets. For the year ended as of December 31, 2003, on a pro forma basis
after giving effect to the Transactions and certain acquisitions and the discontinuance of
certain operations by Target, the Guarantors accounted for 92.8% of our EBITDA and
93.8% of our sales. For a description of the Guarantees, see “Description of the Notes—
Guarantees.” For a list of the Guarantors, see “Listing and General Information—Legal
Information—Guarantors.”
Security.............................................. The Notes are secured by second priority pledges by Clondalkin of Intercompany Loans
and the shares of Acquisition Co. The Guarantee by Holdings is secured by a second
priority pledge of the Parent Loans and the shares of Clondalkin. See “Description of the
Notes—Security.”
Ranking.............................................. The Notes are general secured, senior obligations of Clondalkin. The Notes rank senior in
right of payment to all existing and future indebtedness of Clondalkin which is
subordinate or junior in right of payment to the Notes. The Notes are structurally
subordinated to all of the existing and future liabilities of our subsidiaries that do not
guarantee the Notes.
The Subsidiary Guarantees are:
• subordinated to each Guarantor's respective existing and future senior
indebtedness, including indebtedness under the Senior Credit Facility;
• effectively subordinated to each Guarantor's respective secured indebtedness to
the extent of the value of the assets securing that indebtedness;
• subject to certain standstill, payment blockage and turnover provisions under
certain circumstances; and
• subject to guarantee release provisions under certain circumstances.
9
The Parent Guarantee is:
• unconditional and irrevocable;
• effectively subordinated to Holdings' secured indebtedness to the extent of the
value of the assets securing that indebtedness; and
• subject to provisions in respect of the turnover of the proceeds of the Parent
Guarantee.
See “Description of the Notes—Subordination of the Subsidiary Guarantees” and
“Description of the Notes—Turnover Provisions of the Parent Guarantee.”
At the time of completing the Transactions:
• Holdings and the subsidiary Guarantors had guaranteed €320.0 million of senior
indebtedness (including indebtedness outstanding under the Senior Credit
Facility), all of which was secured;
• Subsidiaries of Clondalkin that are not guarantors of the Notes had no
indebtedness; and
• Holdings, on a consolidated basis, had €320.0 million of secured indebtedness
representing indebtedness under the Senior Credit Facility.
The Guarantees may be limited in amount and enforceability by applicable local laws and
other limitations more fully described under “Risk Factors—Risks Relating to the
Notes—Enforcement of the Guarantees may be subject to certain limitations and will
require satisfaction of certain conditions.”
The Indenture governing the Notes (the “Indenture”) permits subsidiaries of Clondalkin
to incur additional indebtedness, including senior indebtedness.
Optional Redemption ........................ On or before March 15, 2008, Clondalkin may redeem all or part of the Notes by paying a
“make whole” premium. Clondalkin may redeem all or part of the Notes on or after
March 15, 2008, at the redemption prices listed in “Description of the Notes—
Redemption—Optional Redemption.”
On or before March 15, 2007, Clondalkin may use the proceeds of specified equity
offerings to redeem up to 35% of the original principal amount of the Notes at a
redemption price equal to 108.0% of their principal amount, plus accrued and unpaid
interest, if any, to the redemption date, provided that at least 65% of the aggregate
principal amount of the Notes remains outstanding after the redemption.
Clondalkin may also redeem the Notes in whole, but not in part, at any time, upon giving
proper notice, if changes in tax laws impose certain withholding taxes on amounts
payable on the Notes. If Clondalkin decides to do this, it must pay you a price equal to the
principal amount of the Notes plus interest and certain other amounts. See “Description
of the Notes—Redemption for Taxation Reasons.”
Change of Control.............................. If Clondalkin experiences a change of control, it will be required to offer to repurchase
the Notes at 101% of their principal amount plus accrued and unpaid interest. See
“Description of the Notes—Change of Control and Risk Factors—Risks Relating to the
Notes—We may not be able to purchase the Notes upon a change of control.”
