Together issues additional £120 million 4 7/8% Senior Secured Notes
Together Financial Services Limited (“Together” or the “Company”), one of the UK’s leading specialist mortgage and secured loans providers, is pleased to announce the issuance of an additional £120 million in aggregate principal amount of its 47/8% Senior Secured Notes due 2026 (the “Additional Notes”) at an issue price of 100.500% through its wholly owned subsidiary Jerrold FinCo plc (the “Issuer”). Following significant demand, the aggregate principal amount of the offering was increased from £100 million to £120 million.
The Additional Notes were offered as additional notes under an indenture dated February 10, 2020 (the “Indenture”) pursuant to which the Issuer issued £435 million 47/8% Senior Secured Notes due 2026 (the “Existing Notes” and, together with the Additional Notes, the “Notes”). The gross proceeds of the offering of the Additional Notes are expected to be used (i) for general corporate purposes, (ii) to repay amounts outstanding under the Revolving Credit Facility and (iii) to pay fees and expenses in connection with the Offering.
Gerald Grimes, CEO Designate of Together commented: “We are delighted with the success of this £120 million further issuance, which is a testament to the attractiveness of our 47 year track record, proven business model and financial strength. The issuance, which was upsized by £20 million on the back of strong investor support, provides additional headroom as we continue to shape our business for an exciting future.”
Gary Beckett, Group Managing Director and Chief Treasury Officer at Together added: “Alongside our established securitisations and residential and commercial real estate MBS programmes, our bonds are an important cornerstone of our financing. This bond tap is our seventh successful funding transaction since January, underlining the quality of our loan book and the continued investor support for the Together growth story.”
The Existing Notes are, and the Additional Notes will be, guaranteed on a senior secured basis by the Company and the subsidiaries of the Company (other than the Issuer and certain dormant and non-material subsidiaries) (the “Subsidiary Guarantors” and, together with the Company, the “Guarantors”). The Existing Notes and the guarantees are, and the Additional Notes and the guarantees will be, secured by first-priority fixed and floating security interests granted on an equal and rateable first-priority basis over all of the issued capital stock in the Issuer and each of the Subsidiary Guarantors, substantially all of the existing and future property and assets of the Issuer and the Guarantors (excluding the assets sold to the securitisations), and any additional security interests that may in the future be pledged to secure obligations under the Existing Notes and the Additional Notes, the guarantees and the Indenture. Pursuant to the terms of the intercreditor agreement, any liabilities in respect of indebtedness incurred under the revolving credit facility and certain related hedging obligations that are secured by assets that also secure the Company’s or the Guarantors’ obligations under the Existing Notes and the Additional Notes or the Guarantees, as applicable, will receive priority with respect to any proceeds received upon any enforcement action over any such assets. The Existing Notes are and the Additional Notes will be general obligations of the Issuer and will rank pari passu in right of payment with all existing and future indebtedness of the Issuer that is not expressly subordinated in right of payment to the Notes, including the Issuer’s £500.0 million in aggregate principal amount of 51/4% Senior Secured Notes due 2027, the revolving credit facility and certain hedging obligations (where applicable).
Concurrently with the application to The International Stock Exchange Authority Limited (the “Authority”) for admission to the Official List of The International Stock Exchange (the “Exchange”) of the Existing Notes and for permission to deal in the Existing Notes, we intend to make an application to the Authority for admission to the Official List of the Exchange and permission to deal in the Additional Notes. To the extent the application to list the Existing Notes on the Official List of the Exchange is not made, we intend to make an application to list the Additional Notes on the Official List of the Irish Stock Exchange (trading as Euronext Dublin) and admit them for trading on the Global Exchange Market thereof.
Citigroup and HSBC acted as global coordinators and were joined as joint bookrunners by Barclays, Credit Suisse, Goldman Sachs International and J.P. Morgan with respect to the issuance of the Additional Notes.