Frigoglass main funding sources consist of bond financing and committed bank facilities.
Pursuant to the Group’s capital restructuring, Frigoglass Finance B.V. has issued first lien senior secured notes and second lien senior secured notes and entered into first lien secured bank facilities and second lien bank facilities as described below.
Frigoglass Finance B.V.’s (overseas company number C034195) registered address is West Africa House, Hanger Lane, Ealing, London W5 3QP (UK establishment registered number BR019283).
First Lien Debt
| €79,394,180 Senior Secured Guaranteed Notes due 2021 | |
| Issuer | Frigoglass Finance B.V. |
| Status | Senior secured private notes |
| Issue date | October 23, 2017 |
| Maturity date | December 31, 2021 |
| Interest rate | 4.25% plus EURIBOR (with 0% floor) per annum |
| Credit Rating | B- (S&P Global Ratings) |
| Interest payment dates | 15 January and 15 July each year, beginning on 15 January 2018. |
| Denomination and form | Registered form. Minimal denominations of €1,000 and integral multiples of €1.
The notes are transferrable (a) only in amounts of €100,000 or greater, except that (b) if all of the notes of a holder are to be transferred, the entire outstanding amount of notes held by such holder may be transferred even if less than €100,000, provided that, in the case of (b) only, the new holder must be a Qualified Investor. Neither the First Lien Note Agent, the Registrar, Principal Paying Agent, Calculation Agent nor any of the other agents will be responsible for monitoring this minimum transfer amount. |
| Stock market listing | Official List of The International Stock Exchange |
| Settlement | Private notes held in certificated form and settled through the Notes Agent/Issuer. |
| First Lien Facilities | |
| Borrower | Frigoglass Finance B.V. |
| Status | Senior secured guaranteed |
| Amount of the facilities | €25,000,000 Revolving Credit Facility (Euro base currency but also available in US Dollars and other currencies approved by the relevant lenders), €7,100,937.38 Term Loan Facility B1 and $10,000,000 Term Loan Facility B2. |
| Agreement date | October 16, 2017 |
| Maturity date | December 31, 2021 |
| Interest rate | 4.25% plus EURIBOR/LIBOR (as applicable) (with 0% floor) per annum |
Second Lien Debt
| €98,535,239 7.00% Second Priority Secured Notes due 2022 | |
| Issuer | Frigoglass Finance B.V. |
| Status | Second priority secured |
| Issue date | October 23, 2017 |
| Maturity date | March 31, 2022 |
| Interest rate | 7.00% per annum |
| Credit Rating | CCC+ (S&P Global Ratings) |
| Interest payment dates | 15 January and 15 July each year, beginning on 15 January 2018. |
| Denomination and form | Global form. Minimum denominations of €1 and integral multiples of €1 above €1.
The notes are transferrable (a) only in amounts of €100,000 or greater, except that (b) if all of the notes of a holder are to be transferred, the entire outstanding amount of notes held by such holder may be transferred even if less than €100,000, provided that, in the case of (b) only, the new holder must be a Qualified Investor. Neither the Neither the Clearing Systems nor the Second Lien Notes Trustee nor any of the other agents will be responsible for monitoring this minimum transfer amount. |
| Stock market listing | Official List of The International Stock Exchange |
| Settlement | Notes held in global form and settled through the Clearstream/Euroclear. |
| Codes | Reg S Notes: |
| ISIN: XS1664209464 | |
| Common code: 166420946 | |
| 144A Notes: | |
| ISIN: XS1664209977 | |
| Common code: 166420997 | |
| Reg D Notes: | |
| ISIN: XS1664210637 | |
| Common Code: 166421063 |
| Second Lien Facilties | |
| Borrower | Frigoglass Finance B.V. |
| Status | Senior secured guaranteed |
| Amount of the facilities | €24,850,000 Revolving Credit Facility (Euro base currency but also available in US Dollars and other currencies approved by the relevant lenders) and €17,393,375.21 Term Loan Facility B1. |
| Agreement date | October 16, 2017 |
| Maturity date | March 31, 2022 |
| Interest rate | 3.25% plus EURIBOR/LIBOR (as applicable) (with 0% floor) per annum |
The Group maintains a credit rating with S & P Global Ratings and Moody’s.
| Rating Agencies | S & P Global Ratings | Moody’s |
| Rating | B- | B3 |
| Outlook | Stable | Stable |
| Last review | 24 January 2020 | 24 January 2020 |
| Credit Analyst | Nikolay Popov | Dirk Steinicke |
| Details | Nikolay.popov@spglobal.com | Dirk.Steinicke@moodys.com |