Merlin Entertainments plc Announces Required Consents Received in Connection with the Consent Solicitation Relating to Its Outstanding: US$400,000,000 5¾% Senior Notes due 2026; Regulation S Notes: CUSIP G6019WSS8, ISIN USG6019WSS81; Rule 144A Notes: CUSIP 59010QAB2, ISIN US59010QAB23 (the "Notes")

NEW YORK, Sept. 18, 2019 /PRNewswire/ -- Merlin Entertainments plc (the "Issuer") today announced that its solicitation (the "Solicitation") of consents (the "Consents") from holders of the Notes has been successful and that on September 17, 2019, the Issuer obtained the required consents to amend certain provisions (the "Proposed Amendments") contained in the indenture dated as of May 9, 2018 (the "Indenture"), between, among others, the Issuer and Deutsche Trustee Company Limited as trustee governing the Notes, as set forth in the consent solicitation statement dated September 11, 2019 (the "Consent Solicitation Statement").

The Proposed Amendments became effective on September 18, 2019 upon the execution of a supplemental indenture containing the Proposed Amendments (the "Effective Time"), but the Proposed Amendments will become operative (with effect from the Effective Time) only upon the payment of the Consent Payment of US$2.50 for each US$1,000 in principal amount of Notes for which a Consent was validly delivered and not validly revoked (as set forth in the Consent Solicitation Statement). The supplemental indenture will bind all holders of the Notes, including those that did not give their consent, although non-consenting holders will not receive the Consent Payment.

The Solicitation was undertaken in connection with the proposed acquisition by Motion Acquisition Limited ("Bidco") of the entire issued and to be issued share capital of the Issuer, other than the shares in the Issuer owned or controlled by KIRKBI Invest A/S (the "Acquisition"). Bidco is a newly incorporated company, formed on behalf of KIRKBI Invest A/S ("KIRKBI"), funds advised by Blackstone Core Equity Advisors L.L.C. ("Blackstone Core Equity Partners") and Canada Pension Plan Investment Board ("CPPIB" and together with KIRKBI and Blackstone Core Equity Partners, the "Consortium").

The purpose of the Proposed Amendments was to amend certain definitions in the Indenture to allow the Consortium to complete the Acquisition without the Acquisition causing a change of control for the purposes of the Indenture (prior to its amendment).

The Consent Payment will be paid on the date on which the Initial Closing Date occurs (which the Issuer at present expects to be during the fourth quarter of 2019) or such earlier date after the Expiration Time as determined by the Issuer in its sole discretion. In the event that any of the conditions set forth in the Consent Solicitation Statement for the payment of the Consent Payment are not satisfied or waived, the Proposed Amendments will not become operative and no Consent Payment will be made to holders of any of the Notes. Members of the Consortium have agreed to indemnify the Issuer for all fees, costs, expenses and liabilities incurred in relation to the Solicitation, subject to the terms of such arrangements.

General

Terms and expressions used but not defined herein shall have the meanings given to them in the Consent Solicitation Statement.

Under no circumstances shall this announcement or the Consent Solicitation Statement constitute an offer to sell or issue or the solicitation of an offer to buy or subscribe for the Notes in any jurisdiction.

The Solicitation was not made to, and no consents were solicited from, holders or beneficial owners of the Notes in any jurisdiction in which it is unlawful to make such solicitation or grant such consents. However, the Issuer may have, in its sole discretion and in compliance with any applicable laws, taken such actions as it deemed necessary to solicit consents in any jurisdiction and may have extended the Solicitation to, and solicited consents from, persons in such jurisdiction.

The Solicitation Agents do not take responsibility for the contents of this announcement or make any representation or recommendation whatsoever regarding the Solicitation.

This announcement contains inside information within the meaning of Regulation (EU) No 596/2014 of 16 April 2014.

Forward-Looking Statements

This announcement and the Consent Solicitation Statement include statements which are, or may be deemed to be, "forward-looking statements". Forward-looking statements are prospective in nature and are not based on historical facts, but rather on current expectations and projections of the management of the Issuer about future events, and are therefore subject to risks and uncertainties which could cause actual results to differ materially from the future results expressed or implied by the forward-looking statements. Often, but not always, forward-looking statements can be identified by the use of forward-looking words such as "plans", "expects" or "does not expect", "is expected", "is subject to", "budget", "projects", "strategy", "scheduled", "estimates", "forecasts", "intends", "anticipates" or "does not anticipate", or "believes", or variations of such words and phrases or statements that certain actions, events or results "may", "could", "should", "would", "might" or "will" be taken, occur or be achieved. Although the Issuer believes that the expectations reflected in such forward-looking statements are reasonable, the Issuer can give no assurance that such expectations will prove to be correct. By their nature, forward-looking statements involve known or unknown risks and uncertainties because they relate to events and depend on circumstances that will occur in the future. There are a number of factors that could cause actual results and developments to differ materially from those expressed or implied by such forward-looking statements. There can be no assurance that the transactions contemplated in this announcement (including the Acquisition) will be completed. The Issuer assumes no obligation to update any forward-looking statement included in this announcement to reflect events or circumstances arising after the date on which it was made.

Contacts

For further information, contact:

The Solicitation Agents:

Deutsche Bank AG, London Branch
Winchester House
1 Great Winchester Street
London EC2N 2DB
United Kingdom
Telephone (US): 
            Collect: +1 (212) 250-7527 
            Toll-Free: +1 (855) 287-1922
Telephone (UK): +44 207 545 8011
Attention: Liability Management

Merrill Lynch International
2 King Edward Street
London, EC1A 1HQ
United Kingdom
Email: [email protected]
Telephone: +44 207 996 5420
Attention: Liability Management Group

The Information and Tabulation Agent: 

D.F. King & Co., Inc.
48 Wall Street
New York, NY 10005
United States
Attn:  Andrew Beck
Toll Free: +1 (800) 549-6864
All Others Call: +1 (212) 269-5550
E-mail: [email protected]

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION (IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY) IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF SUCH JURISDICTION

SOURCE Merlin Entertainments plc