Senior Secured Notes offering
Q-Park Holding I B.V. announces launch of Senior Secured Notes offering
February 3, 2020
Q-Park Holding I B.V. (the “Company,” and together with its parent and the direct and indirect subsidiaries of its parent, the “Group”) today announces that it intends to launch an offering of €1,455 million in aggregate principal amount of senior secured notes comprising euro-denominated fixed rate senior secured notes due 2025, euro-denominated fixed rate senior secured notes due 2027 and euro-denominated floating rate senior secured notes due 2026 (together, the “Notes”). The Company intends to use the proceeds from the offering to: (i) repay and cancel the existing term loan facilities and existing revolving facilities of the Group, (ii) repay a portion of existing shareholder loans and (iii) pay fees, costs and expenses in relation to the offering and the repayments.
The Notes will be offered only to qualified institutional buyers pursuant to Rule 144A under the U.S. Securities Act of 1933, as amended (the “Securities Act”), and to non-U.S. persons outside the United States pursuant to Regulation S under the Securities Act, subject to prevailing market and other conditions. There is no assurance that the offering will be completed or, if completed, as to the terms on which it is completed. The Notes to be offered have not been registered under the Securities Act or the securities laws of any other jurisdiction and may not be offered or sold in the United States absent registration or unless pursuant to an applicable exemption from the registration requirements of the Securities Act and any other applicable securities laws. This press release does not constitute an offer to sell or the solicitation of an offer to buy the Notes, nor shall it constitute an offer, solicitation or sale in any jurisdiction in which such offer, solicitation or sale would be unlawful.
The 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 the Notes are not available to retail clients in the EEA.
In connection with the issuance of the Notes, certain of the initial purchasers will serve as stabilizing managers and may over-allot the Notes or effect transactions with a view to supporting the market price of the Notes at a level higher than that which might otherwise prevail. However, there is no assurance that the stabilizing managers (or persons acting on behalf of the stabilizing managers) will undertake stabilization actions. Any stabilization action may begin on or after the date on which adequate public disclosure of the terms of the offer of the Notes is made and, if begun, may be ended at any time, but it must end no later than the earlier of 30 days after the issue date of the Notes and 60 days after the date of the allotment of the Notes. Any stabilization action or over-allotment must be conducted in accordance with all applicable laws and rules.
This announcement does not constitute and shall not, in any circumstances, constitute an invitation to the public in connection with any offer or constitute any offer to the public, each within the meaning of the Regulation (EU) 2017/1129 (as amended, the “Prospectus Regulation”). The offer and sale of the Notes will be made pursuant to an exemption under the Prospectus Regulation from the requirement to produce a prospectus for offers of securities. This announcement is only being distributed to, and is directed only at, persons who (i) have professional experience in matters relating to investments falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended (the “Financial Promotion Order”), (ii) are high net worth entities falling within Article 49(2)(a) to (d) of the Financial Promotion Order, or (iii) are other persons to whom it may otherwise lawfully be communicated (all such persons together being referred to as “relevant persons”). In the UK, any investment activity and the notes to which this announcement relates are only available to, and any invitation, offer or agreement to subscribe, purchase or otherwise acquire such notes will be engaged in only with, relevant persons. This announcement and its contents must not be acted on or relied on by persons who are not relevant persons.
The Company was formed as a private company with limited liability (besloten vennootschap met beperkte aansprakelijkheid) under the laws of The Netherlands on May 12, 2017. It is the parent company of Q Park B.V. and its subsidiaries (“Q-Park”). Q-Park is a leading parking infrastructure owner and operator in the Western European market, with a large and diversified portfolio of owned, leased and managed parking facilities across seven Western European countries. Q-Park mainly operates off-street parking spaces owned by it as well as parking spaces under concessions and long-term leases from public and private landlords, with a focus on off-street purpose-built parking facilities at strategic locations. Q-Park operates approximately 2,500 parking facilities comprising over 454,000 parking spaces as of December 31, 2018 in The Netherlands, France, the United Kingdom, Germany, Belgium, Denmark and Ireland.
This press release may include forward-looking statements. These forward-looking statements can be identified by the use of forward-looking terminology, including the terms “believes,” “could,” “estimates,” “anticipates,” “expects,” “intends,” “may,” “will,” “plans,” “continues,” “ongoing,” “potential,” “predicts,” “projects,” “foresees,” “forecasts,” “targets,” “seeks,” “should” or “would,” or, in each case, their negative, or other variations or comparable terminology. These forward-looking statements include all matters that are not historical facts and include statements regarding the Group’s or its affiliates’ intentions, beliefs or current expectations concerning, among other things, the Group’s or its affiliates’ results of operations, financial condition, liquidity, prospects, growth, strategies and dividend policy and the industries in which they operate. By their nature, forward-looking statements involve known and unknown risks and uncertainties because they relate to events and depend on circumstances that may or may not occur in the future. Forward-looking statements are not guarantees of future performance. You should not place undue reliance on these forward-looking statements. Many factors may cause the Group’s or its affiliates’ actual results of operations, financial condition, liquidity and the development of the industries in which they operate to differ materially from those contained in or suggested by the forward-looking statements contained in this press release. In addition, even if the Group’s or its affiliates’ results of operations, financial condition and liquidity, and the development of the industries in which they operate are consistent with the forward-looking statements contained in this press release, those results or developments may not be indicative of results or developments in subsequent periods.