About US
Press Release
This announcement contains inside information
 
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION,
DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES
OF AMERICA, CANADA, JAPAN OR AUSTRALIA
 
       VIRIDIAN GROUP FINANCECO PLC AND VIRIDIAN POWER AND ENERGY HOLDINGS DAC ANNOUNCE LAUNCH OF SENIOR SECURED NOTES OFFERING
 
LONDON —11 September 2017
 
Viridian Group FinanceCo PLC and Viridian Power and Energy Holdings DAC (together, the “Issuers”) today announced the offering of €600,000,000 (equivalent) aggregate principal amount of senior secured notes comprising of sterling denominated senior secured notes due 2024 and euro denominated senior secured notes due 2025 (together, the “Notes”). The proceeds from the offering, if completed, will be used together with amounts received in relation to the settlement of certain forward foreign exchange contracts and cash on balance sheet, to (i) redeem in full €540,000,000 aggregate principal amount of 7½% Senior Secured Notes due 2020 issued by Viridian Group FundCo II Limited, the indirect parent of the Issuers, including the payment of the applicable redemption premium and accrued but unpaid interest, (ii) pay a dividend in the amount of £60 million to Viridian Topco Limited and (iii) pay costs, expenses and fees in connection with the foregoing.
 
Cautionary Statement
 
The Notes will be offered only to qualified institutional buyers pursuant to Rule 144A and outside the United States pursuant to Regulation S under the U.S. Securities Act of 1933, as amended (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.
 
This announcement does not constitute and shall not, in any circumstances, constitute a public offering nor an invitation to the public in connection with any offer within the meaning of the Directive 2003/71/EC of the Parliament and Council of November 4, 2003 as implemented by the Member States of the European Economic Area (the “Prospectus Directive”), as amended from time to time. The offer and sale of the Notes will be made pursuant to an exemption under the Prospectus Directive, as implemented in Member States of the European Economic Area, from the requirement to produce a prospectus for offers of securities.
 
In connection with the issuance of the Notes, one of the initial purchasers will serve as stabilizing manager 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 manager (or persons acting on behalf of the stabilizing manager) 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.
 
Forward-Looking Statements
 
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, ‟estimates”, ‟anticipates”, “expects, ‟intends”, ‟may”, ‟will” or “should” 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 Viridian or its affiliates’ intentions, beliefs or current expectations concerning, among other things, Viridian or its affiliates’ results of operations, financial condition, liquidity, prospects, growth, strategies and the industries in which they operate. By their nature, forward-looking statements involve risks and uncertainties because they relate to events and depend on circumstances that may or may not occur in the future. Readers are cautioned that forward-looking statements are not guarantees of future performance and that Viridian or its affiliates’ actual results of operations, financial condition and liquidity, and the development of the industries in which they operate may differ materially from those made in or suggested by the forward-looking statements contained in this press release. In addition, even if Viridian 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.
 

 
Back To Press Releases