Interxion Holding N.V. Announces Final Tender Offer and Consent Solicitation Results for Its 9.50% Senior Secured Notes Due 2...
01 Luglio 2013 - 9:14PM
Business Wire
Interxion Holding N.V. (“Interxion”, “we, “us”, or the
“Company”) (NYSE:INXN) today announced the final results of its
offer to purchase for cash (the “Tender Offer”) any and all of its
€260 million outstanding euro-denominated 9.50% Senior Secured
Notes due 2017 (the “Notes”) and solicitation of consents to
proposed amendments to the indenture governing the Notes (the
“Consent Solicitation,” and together with the Tender Offer, the
“Offer”) pursuant to an Offer to Purchase dated June 3, 2013 (the
“Offer to Purchase”). The Tender Offer expired at 11:59 p.m., New
York City time on June 28, 2013 (the “Expiration Time”).
As of the Expiration Time, holders of €256,962,000 aggregate
principal amount of Notes (representing 98.83% of the outstanding
Notes) had validly tendered and not validly withdrawn their Notes
in the Offer. Prior to 5:00 p.m., New York City time, on June 14,
2013 (the “Consent Deadline”), holders of €255,012,000 aggregate
principal amount of Notes had validly tendered and not validity
withdrawn their Notes in the Offer. The total consideration for
each €1,000 principal amount of Notes validly tendered prior to the
Consent Deadline, is €1,102.00 plus accrued and unpaid interest up
to, but not including, the time that payment for the Notes is made,
which is expected to be July 3, 2013 (the “Settlement Time”). After
the Consent Deadline, holders of €1,950,000 aggregate principal
amount of Notes had validity tendered and not validly withdrawn
their Notes in the Offer. The total consideration for each €1,000
principal amount of Notes validly tendered after the Consent
Deadline, is €1,092.00 plus accrued and unpaid interest up to, but
not including, the Settlement Time.
In connection with the Offer, Interxion solicited and received
the requisite consents from holders of the Notes to amend the
indenture related to the Notes. The amendments eliminate the
indenture’s restrictive covenants and modify certain of its other
provisions. The amendments to the indenture implementing those
changes will become operative at the Settlement Time.
Interxion intends to exercise its option to redeem the remaining
all outstanding Notes not purchased in the Offer on or about the
Settlement Time at a redemption price equal to a “make-whole”
amount as calculated in accordance with the terms of the indenture,
plus accrued and unpaid interest up to, but not including, the
redemption date, which will be 30 days following the notice of
redemption.
Barclays Bank PLC was the exclusive Dealer Manager for the
Offer. Lucid Issuer Services Limited acted as the Tender and
Information Agent.
Forward-looking Statements
This press release contains forward-looking statements that
involve risks and uncertainties. Actual results may differ
materially from expectations discussed in such forward-looking
statements. Factors that might cause such differences include, but
are not limited to, the difficulty of reducing operating expenses
in the short term, inability to utilise the capacity of newly
planned data centres and data centre expansions, significant
competition, the cost and supply of electrical power, data centre
industry over-capacity, performance under service-level agreements,
and other risks described from time to time in Interxion's filings
with the Securities and Exchange Commission. Interxion does not
assume any obligation to update the forward-looking information
contained in this press release.
DISCLAIMER
OFFER AND DISTRIBUTION RESTRICTIONS
NEITHER THE OFFER TO PURCHASE NOR ANY RELATED DOCUMENT HAS
BEEN FILED WITH THE U.S. SECURITIES AND EXCHANGE COMMISSION, NOR
HAS ANY SUCH DOCUMENT BEEN FILED WITH OR REVIEWED BY ANY U.S. STATE
SECURITIES COMMISSION OR REGULATORY AUTHORITY OF THE NETHERLANDS,
FRANCE, ITALY, THE UNITED KINGDOM OR ANY OTHER COUNTRY. NO
AUTHORITY HAS PASSED UPON THE ACCURACY OR ADEQUACY OF THE OFFER TO
PURCHASE OR ANY RELATED DOCUMENTS, AND IT IS UNLAWFUL AND MAY BE A
CRIMINAL OFFENCE TO MAKE ANY REPRESENTATION TO THE
CONTRARY.
THE DISTRIBUTION OF THE OFFER TO PURCHASE IN CERTAIN
JURISDICTIONS MAY BE RESTRICTED BY LAW. PERSONS INTO WHOSE
POSSESSION THE OFFER TO PURCHASE COMES ARE REQUIRED BY THE COMPANY,
THE DEALER MANAGER AND THE TENDER AND INFORMATION AGENT TO INFORM
THEMSELVES ABOUT, AND TO OBSERVE, ANY SUCH RESTRICTIONS.
This announcement, the Offer to Purchase, and any other
materials or advertisements in connection with the Offer may not be
distributed or published in any jurisdiction, except under
circumstances that will result in compliance with the applicable
rules and regulations of such jurisdiction. In those jurisdictions
where the securities, blue sky or other laws require the Offer to
be made by a licensed broker or dealer, and the Dealer Manager or
any of its affiliates is such a licensed broker or dealer in such
jurisdictions, the Offer shall be deemed to be made by the Dealer
Manager or such affiliate (as the case may be) on behalf of
Interxion in such jurisdictions. Persons into whose possession this
document comes are advised to inform themselves about and to
observe any restrictions relating to the Offer and the distribution
of this announcement, the Offer to Purchase and any other related
materials.
This announcement and the Offer to Purchase do not constitute
an offer or solicitation to purchase Notes in any jurisdiction in
which, or to, or from, any person to, or from, whom, it is unlawful
to make such offer or solicitation under applicable securities or
blue sky laws.
InterxionJim Huseby, +1-813-644-9399Investor
RelationsIR@interxion.com
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