Schumann S.p.A. (the “Issuer”) today announced that it has priced the offering of Euro 325,000,000 senior secured floating rate notes due 2022 (the “Floating Rate Notes”) and Euro 400,000,000 7.00% senior secured fixed rate notes due 2023 (the “Fixed Rate Notes” and together with the Floating Rate Notes, the “Notes”) in connection with the proposed acquisition of Sisal Group S.p.A. (“Sisal Group”). The Floating Rate Notes will bear interest at an annual rate of three-month EURIBOR (subject to a 0.0% floor) plus 6.625% and will be issued at 99.00% of their nominal value. The Fixed Rate Notes will bear interest at an annual rate of 7.00% and will be issued at 100.00% of their nominal value. The offering is subject to customary closing conditions and settlement is expected to occur on July 28, 2016.
Pending consummation of the acquisition, the proceeds of the offering of the Notes will be deposited into segregated escrow accounts. Upon completion of the acquisition, the proceeds of the offering of the Notes will be released from escrow and, together with cash on the balance sheet of Sisal Group and an equity contribution provided by funds advised by CVC Capital Partners and/or its affiliates, will be used to (i) fund part of the purchase price for the acquisition of Sisal Group by the Issuer, (ii) repay in full amounts outstanding under Sisal Group’s existing debt (including Sisal Group’s existing senior secured notes due 2017), (iii) fund additional cash on the Issuer’s balance sheet for general corporate purposes, and (iv) pay related fees and expenses.
About Sisal Group
Sisal was established in 1946 and was the first Italian company to operate in the gaming sector as a government concessionaire. Today, Sisal Group, led by CEO Emilio Petrone, is one of the leading operators in the Italian gaming and betting market and in the Italian payments and services market, with approximately 45,000 points of sale distributed on a capillary basis throughout Italy.
About CVC Capital Partners
CVC Capital Partners is a leading international private equity and advisory firm. Founded in 1981, CVC today has a network of 24 offices on four continents. To date, CVC has secured commitments of over $80 billion in funds and has completed over 300 investments in a wide range of industries and countries across the world, with an aggregate enterprise value of approximately $250 billion. CVC currently has investments in more than 50 companies worldwide, which generate over $100 billion in revenues and employ approximately 350,000 people. CVC’s local knowledge, relevant sector expertise and extensive contacts underpin a 35 year proven track record of investment success.
Cautionary Statement
This press release is for information purposes only and does not constitute a prospectus or any offer to sell or the solicitation of an offer to buy any security in the United States or in any other jurisdiction. The Notes have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the “Securities Act”) or applicable state or foreign securities laws and may not be offered or sold in the United States absent registration under federal or applicable state securities laws or an applicable exemption from such registration requirements. The Notes will only be offered in the United States to qualified institutional buyers pursuant to Rule 144A under the Securities Act and outside the United States pursuant to Regulation S under the Securities Act. This press release is being issued pursuant to and in accordance with Rule 135c under the Securities Act.
This announcement is for information purposes only and is directed only at persons who are: (1) located outside the United States and are (a) persons in member states of the European Economic Area (the “EEA”) who are qualified investors (as defined in EU Prospectus Directive 2003/71/EC (as amended, including by EU Directive 2010/73/EU to the extent implemented in the relevant member state)); (b) persons in the United Kingdom who are qualified investors and who are (i) investment professionals falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 as amended (the “Order”); or (ii) persons falling within Article 49(2) (a) to (d) of the Order (“high net worth companies, unincorporated associations, etc.”); or (iii) persons to whom it may otherwise be lawfully communicated or (2) reasonably believed to be “qualified institutional buyers” (as defined in Rule 144A under the U.S. Securities Act) (all such persons in (1) and (2) together being referred to as “relevant persons”). This announcement must not be acted on or relied on by persons who are not relevant persons. Any investment or investment activity to which this announcement relates is available only to relevant persons and will be engaged in only with relevant persons. Persons distributing this announcement must satisfy themselves that it is lawful to do so.
Forward Looking Statements
This press release may include “forward looking statements” within the meaning of Section 27A of the Securities Act and Section 21E of the Securities Exchange Act of 1934, as amended. These forward looking statements can be identified by the use of forward looking terminology, including the terms “believe”, “anticipate”, “estimate”, “expect”, “suggest”, “target”, “intend”, “predict”, “project”, “should”, “would”, “could”, “may”, “will”, “forecast”, “plan” and similar expressions 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 Sisal Group’s or the Issuer’s intentions, beliefs or current expectations. 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 actual facts may differ materially from the forward looking statements contained in this press release. Given these risks and uncertainties, you should not rely on forward looking statements as a prediction of actual results.
