LONDON--(EON: Enhanced Online News)--NOT FOR DISTRIBUTION IN THE UNITED STATES, CANADA, AUSTRALIA OR JAPAN
Adria Bidco B.V., a company affiliated with certain investment funds advised by Kohlberg Kravis Roberts & Co. L.P., announced today the launch of an offering of €475 million senior secured notes due 2020. The proceeds of the notes will be used to finance a portion of the acquisition by Adria Bidco B.V. of Slovenia Broadband S.à r.l., to repay certain existing indebtedness and to pay certain fees and expenses related to the transaction. On or about the date of the issuance of the notes, Adria Bidco B.V. and certain of its subsidiaries also expect to enter into a senior revolving facilities agreement for an aggregate principal amount of €60 million.
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The notes are being offered in a private placement, and there will be no public offering of the notes. The notes will be offered and sold only to qualified institutional buyers in accordance with 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 in accordance with Regulation S under the Securities Act. No assurance can be given that the offering will be completed or, if completed, as to the terms on which it will be completed. This announcement is for informational purposes only and does not constitute or form a part of any offer or solicitation to purchase or subscribe for securities in the United States or in any jurisdiction in which, or to any person to whom, such offer or solicitation would be unlawful. The notes have not been, and will not be, registered under the Securities Act. The notes may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements of the Securities Act.
In the United Kingdom, this announcement is being distributed only to, and is directed at (a) persons who have professional experience in matters relating to investments who fall within Article 19(1) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the “Order”) or (b) high net worth entities, and other persons to whom it may otherwise lawfully be communicated, falling within Article 49(1) of the Order (all such persons together being referred to as “relevant persons”). The investments to which this announcement relates are available only to, and any invitation, offer or agreement to subscribe, purchase or otherwise acquire such investments will be available only to or will be engaged in only with, relevant persons.
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 2010/73/EU of the Parliament and Council of November 4, 2003 as implemented by the Member States of the European Economic Area (the “Prospectus Directive”). 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.
The distribution of this announcement into certain jurisdictions may be restricted by law. Persons into whose possession this announcement comes should inform themselves about and observe any such restrictions. Any failure to comply with these restrictions may constitute a violation of the securities laws of any such jurisdiction.