| Issuer |
OP HoldCo GmbH |
| WKN / ISIN |
A4DE11 / NO0013407072 |
| Guarantors |
AcquiCo and material group companies |
| Security |
First priority pledge over the shares in the Issuer and the guarantors, first priority assignment over intercompany loans and any subordinated loans Security may be shared with a super senior RCF and hedging obligations, in accordance with the intercreditor principles |
| Issue amount |
EUR 225 million |
| Borrowing limit |
EUR 300 million, tap issues subject to the incurrence test |
| Use of proceeds |
Refinance existing debt and general corporate purposes (including acquisitions) |
| Tenor |
4.5 years |
| Coupon |
3m EURIBOR + 6.5% p.a., quarterly coupon payments |
| Amortisation |
None, bullet |
| Incurrence test |
Tap issues: Leverage ratio < 4.5x first 24 months, then 4.0/3.5x after 24/36 months and 2.5x if the issuer has paid any incurrence test distributions Distributions: Leverage ratio < 2.5x |
| Call options |
Make whole 27 months, then callable in whole or in part at par + 50/30/15/0% of the margin after 27/30/36/42 months |
| Equity clawback |
Option to call up to 35% of the outstanding amount at the first call price in the event of an IPO |
| Permitted debt |
Super senior RCF of up to the higher of EUR 20 million and 0.4x EBITDA Machinery financing of maximum EUR 10 million Leasing in the ordinary course of business Certain carve-outs and baskets |
| Distributions |
Up to EUR 25 million subject to the incurrence test, then maximum 30% of adj. net profit subject to the incurrence test Carve-out for up to EUR 1 million for tax and admin costs in direct / indirect sponsor entities and shareholders of the issuer |
| Change of control |
Investor put option at 101% in the event of a change of control (exemption for permitted transferee, meaning an entity approved by a majority of the bondholders) |
| Governing law / Trustee |
Norwegian / Nordic Trustee |
| Listing |
Frankfurt Open Market within 2 months, Oslo Børs within 12 months |
| Global coordinator |
Arctic Securities AS |
| Joint bookrunners |
Arctic Securities AS and Pareto Securities AS |
| Co-Manager |
Berenberg |
