GEORGE TOWN, Cayman Islands, Dec. 20, 2019 /CNW/ - Sagicor Finance (2015) Limited (the "Company") today announced that it is offering to repurchase all or any part of its 8.875% Senior Notes due 2022 (Rule 144A CUSIP: 78669P AA0, ISIN: US78669PAA03; Regulation S CUSIP: G7776B AA3, ISIN: USG7776BAA38) (the "Notes"), upon the terms and subject to the conditions set forth in Change of Control Notice and Offer to Purchase dated December 20, 2019 (the "Offer to Purchase"). The Company will pay to Holders who exercise their repurchase right a repurchase price in cash of 101% of the principal amount of the repurchased Notes, plus accrued and unpaid interest, if any, on the principal amount of such Notes to, but not including, the date or repurchase (the "Change of Control Payment").
The Company is making the Offer in connection with the completed business combination by Sagicor Financial Corporation Limited (the "Parent Guarantor") with Alignvest Acquisition II Corporation, a special purpose acquisition corporation listed on the Toronto Stock Exchange ("Alignvest"), completed on December 5, 2019 (the "Transaction"). As a result of the completion of the Transaction, all issued and outstanding shares in the Parent Guarantor have been transferred to Alignvest, with former shareholders of the Parent Guarantor receiving cash or shares in Alignvest, which has been renamed Sagicor Financial Company Ltd. and trades on the Toronto Stock Exchange under the symbol SFC. The Notes will continue to be guaranteed by Parent Guarantor. As a result of the Transaction, a Change of Control occurred under the terms of the Indenture governing the Notes (the "Indenture"), and as a result, the Company is required to offer to repurchase any or all Notes from the Holders of the Notes ("Holders").
The Offer to Purchase is only being made because of the requirements under Section 4.07 of the Indenture. The Offer to Purchase will expire one minute after 11:59 p.m., New York City time, on January 22, 2020, unless the offer is extended in accordance with the terms and conditions set forth therein (such time and date or the latest extension thereof, if extended, the "Expiration Date").
Holders who wish to exercise their repurchase right must surrender their Notes for purchase through the transmittal procedures provided in the Offer to Purchase no later than the Expiration Date. Holders may withdraw Notes surrendered for purchase at any time before the Expiration Date. In order to withdraw Notes, Holders must comply with the withdrawal procedures provided in the Offer to Purchase.
The Company is providing the CUSIP and ISIN numbers of the Notes solely for the convenience of the Holders of the Notes, but makes no representation as to the correctness of these CUSIP and ISIN numbers. This press release does not constitute an offer to sell, or the solicitation of an offer to buy, any security and does not constitute an offer, solicitation or sale in any jurisdiction in which such offer, solicitation or sale would be unlawful.
This press release shall not constitute an offer to sell or the solicitation of an offer to buy any security and shall not constitute an offer, solicitation or sale in any jurisdiction in which such offering, solicitation or sale would be unlawful.
SOURCE Sagicor Finance (2015) Limited
For further information: Enquiries: D.F. King & Co., Inc., 48 Wall Street, 22nd Floor, New York, New York 10005, Holders please call toll-free: (866) 207-3626, Email: [email protected]