Carnegie advises Catena Media on SEK 684m rights issue

Carnegie acts as financial advisor to Catena Media plc in the company’s SEK 684 million guaranteed Rights Issue of hybrid capital securities and share warrants. In addition, Carnegie is advisor to the company in the Written Procedure to amend the terms of the Company’s senior unsecured bond loan. The ambition with the Rights Issue is to decrease the senior debt position of the company and materially lower its financial risk profile, resulting in a more balanced financing structure.
The Board of Directors of Catena Media plc proposed that an Extraordinary General Meeting is to be held to decide on a guaranteed rights issue of units consisting of hybrid capital securities accredited 100 percent equity treatment according to IFRS reporting standards, and warrants together (”Units”) with preferential rights for the Company’s existing shareholders (the “Rights Issue”). The EGM is intended to be held on 10th June 2020. The subscription price in the Rights Issue is set to SEK 100 per Unit. Each ordinary share in the Company entitles the holder to one (1) subscription right and each Unit requires nine (9) subscription rights. The Rights Issue will provide the Company with approximately SEK 684 million before deduction of transaction related expenses.
In addition to the Rights Issue, the Company summons a procedure in writing for its outstanding 2018/2021 bonds with an aggregate amount outstanding of EUR 150 million. The notice of the Written Procedure includes proposals as regards amendments of the terms and conditions for the senior unsecured bonds. Such proposed amendments include, among others:

  • An extension of the final redemption date by a year
  • Addition of mandatory partial prepayment of EUR 49.5 million and voluntary partial prepayments of up to EUR 6 million per quarter
  • Removal of the possibility to issue subsequent bonds
  • Inclusion of transaction security, as well as amendments to the distributions undertaking to allow for dividend and interest payments under the Hybrids

Holders of the bonds, representing 58.0% of the outstanding nominal amount, have undertaken to vote in favour of the proposed amendments of the terms and conditions for the senior unsecured bonds.

Carnegie acts as financial advisor in connection with the transaction.