Oslo, 13 October 2020 – Adevinta ASA (the “Company” or “Adevinta”) announced plans to syndicate a new senior secured Term Loan B facility consisting of a EUR-denominated tranche in an aggregate principal amount of approximately €900 million and a U.S. dollar-denominated tranche in an aggregate principal amount of approximately €425 million ($500 million equivalent) (together, the “TLB Facility”). Subsequent to the launch of the TLB Facility, Adevinta intends to commence a private offering to eligible purchasers of additional senior secured financing (together with the TLB Facility, the “Senior Secured Financing”), subject to market conditions. The aggregate principal amount of the Senior Secured Financing is expected to be €2.386 billion, which will be used in part to fund a portion of the cash consideration for the acquisition of eBay Classifieds Group (“eCG”) and refinance existing debt. Adevinta ASA, Adevinta Finance AS and eBay Classifieds Holding BV will be borrowers under the TLB Facility. The Senior Secured Financing will be guaranteed by certain of Adevinta’s and, following the acquisition of eCG, eCG’s subsidiaries.
The Senior Secured Financing will be secured on a pari passu senior basis by first-priority security interests in shares of the guarantors as well as certain material bank accounts and the intercompany receivables of Adevinta ASA.
This press release is neither an offer to sell nor the solicitation of an offer to buy any securities and shall not constitute an offer, solicitation or sale in any jurisdiction in which such offering, solicitation or sale would be unlawful. None of the Senior Secured Financing has been, and will not be, registered under the U.S. Securities Act of 1933, as amended or any state securities laws and may not be offered or sold in the United States without registration or an applicable exemption from the registration requirements of the Securities Act or any applicable state securities laws.
Forward-looking information
Matters discussed in this announcement may constitute forward-looking statements, including statements relating to the Senior Secured Financing, including the intended use of proceeds. Forward-looking statements are statements that are not historical facts and may be identified by words such as “believe”, “aims”, “expect”, “anticipate”, “intends”, “estimate”, “will”, “may”, “continue”, “should” and similar expressions. The forward-looking statements in this release are subject to risks, uncertainties, contingencies and other important factors that could cause actual events to differ materially from the expectations expressed or implied in this release by such forward-looking statements. Forward-looking statements speak only as of the date they are made and cannot be relied upon as a guide to future performance. The Company expressly disclaims any obligation or undertaking to update, review or revise any forward-looking statement contained in this announcement whether as a result of new information, future developments or otherwise.
This information is subject to the disclosure requirements pursuant to Section 5-12 the Norwegian Securities Trading Act.
Manufacturer target market (MIFID II product governance) is eligible counterparties and professional clients only (all distribution channels). No PRIIPs key information document (KID) has been prepared as not available to retail investors in EEA or the United Kingdom.
This information is subject to the disclosure requirements pursuant to Section 5-12 the Norwegian Securities Trading Act