Expiration and Results of 90% Consent Solicitation
Victoria refinanced €488.9m of 2026 debt into 2029 notes at higher coupon with 98% bondholder consent.
- Outstanding 2026 Notes €488.9m (prior €500.0m aggregate)
- 2026 Notes consents received 98%+ of outstanding principal
- Existing Notes tendered €564.0m principal amount
- 2029 Notes to be issued €612.0m aggregate principal
- Coupon on new 2029 Notes 9.875% (prior 3⅝% on 2026 Notes)
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Victoria PLC (LSE: VCP), a public limited company incorporated under the laws of England and Wales, announces the expiration and results of the previously announced consent solicitation and exchange offer (the "90% Consent Solicitation and Exchange Offer") from Eligible Holders of the 2026 Notes, upon the terms and subject to the conditions set forth in the consent solicitation and exchange offer memorandum, dated July 24, 2025 (the "Consent Solicitation and Exchange Offer Memorandum"), to certain proposed amendments (the "Proposed Amendments") to the indenture dated March 5, 2021 (the "Existing Indenture") relating to the €500.0 million aggregate principal amount of its 3⅝% Senior Secured Notes due 2026 (of which €488.9 million is outstanding) (the "2026 Notes").
The 90% Consent Solicitation and Exchange Offer expired at 5:00 p.m. New York time on August 20, 2025 (the "Expiration Time"). As of the Expiration Time, the Company has received (i) valid and unrevoked consents representing more than 98% of the outstanding principal amount of the 2026 Notes and (ii) an aggregate of approximately €564.0 million principal amount of Existing Notes were tendered and accepted in exchange (or agreed bilaterally to be exchanged), which is expected to result in the issuance of approximately €612.0 million aggregate principal amount of its 9.875% Senior Secured Notes due 2029. The settlement of the 90% Consent Solicitation and Exchange Offer is expected to occur on August 26, 2025.
Eligible Holders can no longer revoke validly delivered consents as the Withdrawal Deadline has passed.
The Proposed Amendments will only become operative upon the satisfaction of certain conditions set forth in the Consent Solicitation and Exchange Offer Memorandum.
Capitalized terms used but not otherwise defined in this press release have the meaning given to them in the Consent Solicitation and Exchange Offer Memorandum.
Cleaned text: letterheads, contacts and legal notices removed. View the original announcement ↗ · Company filings. Not investment advice.