PARIS--(BUSINESS WIRE)--THIS ANNOUNCEMENT IS FOR INFORMATIONAL PURPOSES ONLY AND DOES NOT CONSTITUTE OR FORM PART OF ANY OFFER OR INVITATION TO SELL OR ISSUE, OR ANY SOLICITATION OF AN OFFER TO PURCHASE OR SUBSCRIBE FOR, ANY SECURITIES OF PROMONTORIA HOLDING 264 B.V.
NOT FOR RELEASE, DISTRIBUTION OR PUBLICATION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR INTO AUSTRALIA, CANADA, JAPAN, THE REPUBLIC OF SOUTH AFRICA, THE UNITED STATES OF AMERICA OR ANY OTHER JURISDICTION IN WHICH IT WOULD BE UNLAWFUL TO DO SO. PLEASE SEE THE IMPORTANT NOTICES AT THE END OF THIS ANNOUNCEMENT.
WFS GLOBAL HOLDING S.A.S. HAS BEEN ADVISED THAT PROMONTORIA HOLDING 264 B.V., A SPECIAL PURPOSE VEHICLE ESTABLISHED BY CERBERUS CAPITAL MANAGEMENT, L.P. TO RAISE DEBT FINANCING TO ACQUIRE WFS GLOBAL HOLDING S.A.S., IS LAUNCHING AN AGGREGATE OFFERING OF €660,000,000 SENIOR SECURED NOTES, COMPRISED OF FIXED RATE SENIOR SECURED NOTES DUE 2023 AND FLOATING RATE SENIOR SECURED NOTES DUE 2023.
WFS Global Holding S.A.S. (together with its subsidiaries, “WFS”) has been advised that Promontoria Holding 264 B.V. (“Issuer”), a special purpose vehicle indirectly controlled by funds managed or advised by Cerberus Capital Management, L.P. (“Cerberus”), today announced that it has launched an offering of €660,000,000 senior secured notes, comprised of fixed rate senior secured notes due 2023 and floating rate senior secured notes due 2023 (collectively, the “Notes”). The proceeds from the offering, if completed, will be used together with certain equity contributions from Cerberus and the existing management of WFS, to (i) finance the indirect acquisition of WFS by the Issuer, including the repayment of certain indebtedness of WFS and (ii) pay fees, costs and expenses in connection with the acquisition and offering. The Notes will be senior secured obligations of the Issuer and will be secured by escrow charges on the issue date and subsequently guaranteed within 120 days following the completion date of the acquisition.
Recent Developments
Our revenues for the three months ended
June 30, 2018 amounted to €326 million compared with €306 million for
the same period of 2017, representing an increase of €20 million or 6%
year on year. This was largely driven by growth in cargo and ground
handling volumes and new contracts.
Our reported Adjusted EBITDA for the three months ended June 30, 2018, amounted to €39 million, representing an increase of €4 million or 13% from the €35 million recorded in the same period in 2017 resulting from strong volume driven revenue growth and ongoing cost discipline. In addition, our reported Adjusted EBITDA margin for the three months ended June 30, 2018 was 12.0%, an improvement from the reported Adjusted EBITDA margin of 11.3% for the same period in 2017 resulting from operational efficiencies. For the twelve months ended June 30, 2018, our reported Adjusted EBITDA amounted to €130 million compared to €125 million for the twelve months period ended March 31, 2018.
The financial results for the three month and the twelve month periods ended June 30, 2018 are derived from preliminary management accounts and have not been audited, reviewed or verified by our independent auditors. During the course of our financial statement closing and review process for the three months ended June 30, 2018, we could identify items that would require adjustments to be made and which could affect the results of operations for the periods presented. Those procedures for such period have not been commenced and the operating results for such period may be different than the performance and trends indicated by the financial results for the three months ended June 30, 2018 and such changes may be material. The information for the three months ended June 30, 2018 should not be regarded as an indication, forecast or representation by us or any other person regarding our financial performance for the three months ended June 30, 2018.
About WFS
Founded in 1971, WFS (www.wfs.aero)
is the world’s largest air cargo handler and one of the leading
providers of ground handling and technical services with annual revenues
of over €1.2 billion. As of March 31, 2018, its 22,000 employees serve
more than 270 major airline customers at 198 major airport stations in
22 countries on five continents.
About Cerberus
Founded in 1992, Cerberus is a leading global
investment firm with approximately $34 billion in assets across
complementary credit, private equity, and real estate strategies. We
invest across the capital structure where our integrated investment
platforms and proprietary operating capabilities create an edge to
improve performance and drive long-term value. Our tenured teams have
experience working collaboratively and across market environments to
seek strong risk-adjusted returns for our investors. For more
information about our people and platforms, visit us at http://www.cerberuscapital.com.
Cautionary Statement
This press release is for
informational purposes only and 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, or to any
person to whom, such offer, solicitation or sale would be unlawful. The
Notes will be offered in a private placement only to qualified
institutional buyers pursuant to Rule 144A and non-U.S. persons 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 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 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 Directive 2003/71/EC of the Parliament and Council of November 4, 2003, as amended, including by EU Directive 2010/73/EU to the extent 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.
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 not available to retail in EEA.
This announcement is being distributed to, and is directed at, only (1) persons who are located outside the United States and are (a) persons in Member States of the European Economic Area who are qualified investors (as defined in the Prospectus Directive); (b) persons in the United Kingdom who have professional experience in matters relating to investments who fall within the definition of “investment professionals” in Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended (the “Order”); (c) high net worth companies, and other persons to whom it may otherwise lawfully be communicated, falling within Article 49(2)(a) to (d) of the Order; or (d) persons to whom an invitation or inducement to engage in an investment activity (within the meaning of Section 21 of the Financial Services and Markets Act 2000) in connection with the issue or sale of any securities may otherwise lawfully be communicated or caused to be communicated or (2) persons who are reasonably believed to be “qualified institutional buyers” (as defined in Rule 144A under the Securities Act) (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. Any person who is not a relevant person should not act or rely on this announcement or any of its contents. Persons distributing this announcement must satisfy themselves that it is lawful to do so.
The distribution of this announcement 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 laws of any such jurisdiction.
Forward-Looking Statements
This press release
includes 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 WFS’, the Issuer’s or their affiliates’ intentions, beliefs or
current expectations concerning, among other things, WFS’, the Issuer’s
or their 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 WFS’, the Issuer’s or their 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 the
WFS’, the Issuer’s or their 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.
