Investor Consent Solicitation Announcement and Investor update
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- Investor Consent Solicitation Announcement and Investor update
June 29, 2020
This announcement is not a solicitation of consents with respect to any Notes (as defined below). The Consent Solicitation (as defined below) is being made solely pursuant to the Consent Solicitation Statement (as defined below) and related documents which set forth the complete terms of the Consent Solicitation.
This announcement and any materials relating to the Consent Solicitation do not constitute, and may not be used in connection with, any form of offer or solicitation in any place where such offers or solicitations are not permitted by law. The distribution of this announcement in certain jurisdictions may be restricted by law.
Persons into whose possession this announcement comes are required to inform themselves about, and to observe, any such restrictions.
THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION. IF YOU ARE IN DOUBT ABOUT THE ACTION YOU SHOULD TAKE, YOU SHOULD CONSULT IMMEDIATELY YOUR STOCKBROKER, BANK MANAGER, SOLICITOR, ACCOUNTANT OR APPROPRIATELY AUTHORISED INDEPENDENT FINANCIAL ADVISER.
McLaren Finance Plc
(previously known as NMG Finco plc)
Company Number: 10829538
(the “Issuer”)
Investor Update and Announcement of
Solicitation of Consents to Approve Amendments to
the Indenture Governing
the £370,000,000 aggregate principal amount of outstanding
5% Senior Secured Notes due 2022
(ISIN No. XS1577956359, Common Code 157795635 (Rule 144A))
(ISIN No. XS1577956516, Common Code 157795651 (Regulation S))
and
the $350,000,000 aggregate principal amount of outstanding
5¾% Senior Secured Notes due 2022
(CUSIP No. 65489D AA2, ISIN No. US65489DAA28 (Rule 144A))
(CUSIP No. G65309 AA7, ISIN No. USG65309AA76 (Regulation S))
(CUSIP No. G5956F AA0, ISIN No. USG5956FAA06 (Regulation S))
2 July 2020 – Reference is made to the indenture dated as of July 20, 2017 (as may be amended or supplemented from time to time, the “Indenture”) among, amongst others, the Issuer, McLaren Holdings Limited (previously known as NMG Bidco Limited) (the “Parent Guarantor”) and U.S. Bank Trustees Limited, as trustee (the “Trustee”) and security agent, pursuant to which the Issuer’s 5% Senior Secured Notes due 2022 and 5.75% Senior Secured Notes due 2022 (the “Notes”) were issued.
Launch of Consent Solicitation
The Issuer wishes to announce that they have commenced a consent solicitation in relation to the Notes to seek approval to certain proposed amendments (the “Proposed Amendments”) to the Indenture to expressly permit the Parent Guarantor (or a subsidiary thereof) to conduct certain proposed transactions as provided for in the Proposed Amendments and to make certain other amendments to the Indenture (the “Consent Solicitation”), as set forth and more fully described in the consent solicitation statement dated 2 July 2020 (the “Consent Solicitation Statement”). In exchange the Issuer and the Parent Guarantor have agreed to provide additional covenants regarding certain assets in the Indenture. Capitalised terms used and not otherwise defined in this announcement have the meanings given to them in the Consent Solicitation Statement and/or the Indenture, as applicable.
The Consent Solicitation is being made to all Holders in whose name a Note was registered at the close of business on 1 July 2020 (the “Record Date”) and their duly designated proxies.
The Issuer's obligation to accept Consents to the Proposed Amendments is conditioned on, among other things, there being validly delivered (and not validly revoked), consents from the Holders of not less than a majority in aggregate principal amount of the outstanding Notes as of the Record Date (calculated based on the Sterling/U.S. dollar exchange rate as of July 20, 2017 as set forth in the Consent Solicitation Statement) (the “Requisite Consents”).
As of the date hereof, the Issuer understands that holders of at least a majority in principal amount of the Notes outstanding have indicated their support for the Proposed Amendments.
There will be no consent fee payment made to Holders who deliver Consents in the Consent Solicitation.
The Issuer has appointed Morrow Sodali Limited to act as Information and Tabulation Agent. The Consent Solicitation Statement and all announcements in relation to the Consent Solicitation will be posted on the website operated by the Information and Tabulation Agent for purposes of the Consent Solicitation: https://bonds.morrowsodali.com/McLaren.
An indicative timeline for the Consent Solicitation is set out below:
Commencement of the Consent Solicitation:
2 July 2020
Record Date:
1 July 2020
Expiration Time:
9 July 2020
Effective Time: As soon as practicable following the date of receipt of the Requisite Consents pursuant to the Consent Solicitation by the Information and Tabulation Agent (the “Consent Date”), which may be prior to, concurrent with or after the Expiration Time.
At the Effective time, the Proposed Amendments will become effective, however, the Proposed Amendments will not become operative until certain conditions specified in the Supplemental Indenture are satisfied or waived.
The Issuer has the right to extend, amend or terminate the Consent Solicitation at any time before the earlier of the Effective Time and the Expiration Time.
The Consent Solicitation is being made solely by the Consent Solicitation Statement, dated 2 July 2020, which sets forth the complete terms of the Consent Solicitation. The full text of the Proposed Amendments are set out in the form of the amended Indenture attached to the Form of Supplemental Indenture as appended to the Consent Solicitation Statement.
Holders of the Notes are advised to read the Consent Solicitation Statement carefully and in full for details of, and information on the procedures for participating in, the Consent Solicitation.
Holders whose notes are held on their behalf by a broker, dealer, commercial bank, custodian, trust company or accountholder must contact and request such broker, dealer, commercial bank, custodian, trust company or accountholder if it wishes to participate in the Consent Solicitation.
Investor Update
The Group owns a collection of heritage car assets, made up of Formula 1 racing cars from various seasons and different races as well as a number of other road and race cars, including four McLaren F1 road cars. Based on recent valuations, the value of this collection is approximately
US$315,710,000.
NONE OF THE ISSUER OR THE PARENT GUARANTOR OR THEIR AFFILIATES, THE TRUSTEE OR THE INFORMATION AND TABULATION AGENT MAKES ANY RECOMMENDATION AS TO WHETHER OR NOT HOLDERS SHOULD PROVIDE CONSENTS TO THE PROPOSED AMENDMENTS. EACH HOLDER MUST MAKE HIS, HER OR ITS OWN DECISION AS TO WHETHER TO DELIVER CONSENTS. HOLDERS ARE URGED TO EVALUATE CAREFULLY ALL OF THE INFORMATION IN THE CONSENT SOLICITATION STATEMENT AND TO CONSULT THEIR INVESTMENT AND TAX ADVISORS IN MAKING THEIR DECISION AS TO WHETHER TO DELIVER CONSENTS.
Any questions concerning the terms of the Consent Solicitation and any requests for assistance or additional copies of this Consent Solicitation Statement may be directed to the Information and Tabulation Agent at the telephone number and location listed below:
Morrow Sodali Limited
Email: [email protected]
Consent Solicitation Website: https://bonds.morrowsodali.com/McLaren
in Stamford
470 West Ave., Suite 3000
Stamford, CT 06902
United States of America
Telephone: +1 203 609 4910
in London
103 Wigmore Street
London W1U 1QS
United Kingdom
Telephone: +44 20 7355 0615
in Hong Kong
Unit 1106, Level 11
Two ChinaChem Central
26 Des Voeux Road Central
Hong Kong
Telephone: +852 2158 8405