Finance

HTA Group, Ltd. Initiates Sweeping Cash Tender Offer for Outstanding Senior Notes

LONDON, May 20, 2024 /PRNewswire/ -- Today marks a significant financial move by the HTA Group, Ltd., an indirect wholly owned subsidiary of the telecommunications infrastructure powerhouse, Helios Towers plc, as they announced the launch of an all-encompassing cash tender offer. This offer, detailed to acquire any and all of their 7.000% Senior Notes due in 2025 (the "Notes"), comes with terms and conditions thoroughly outlined in their latest offer to purchase documentation dated May 20, 2024.

A Summary of the Tender Offer Details

The tender is particularly advantageous for the Noteholders. It outlines that, in addition to the purchase price, holders whose Notes are accepted will also receive accrued and unpaid interest, which will be rounded up to the nearest cent per $1,000 principal amount of Notes. This generosity of rounding is only applicable from the last interest payment date up until but not including the settlement date, a process which adds value for participants in the tender offer.

Further details, such as descriptions, ISIN/CUSIPs, and principal amounts of the notes are as follows:

• Description of the Notes: 7.000% Senior Notes due 2025
• ISIN/CUSIPs for Regulation S: XS2189784957
• ISIN/CUSIPs for Rule 144A: US40435WAB63 / 40435WAB6
• Outstanding Principal Amount: U.S.$650,022,000
• Minimum Denomination: U.S.$200,000 and integral multiples of U.S.$1,000 thereafter
• Purchase Price: U.S.$1,000 per U.S.$1,000 in principal amount of the Notes
• Amount subject to the Tender Offer: Any and all

Simultaneous with this tender offer announcement, HTA Group, Ltd. has also disclosed an offering of new U.S. dollar-denominated senior notes (the "New Notes"), positioning it subject to market conditions. This move is a strategic one, as it is anticipated that the proceeds received from this new offering will help fund the tender offer for the 7.000% Senior Notes. However, this is not an official offer to sell or a solicitation of an offer to buy any of the new notes.

The complexities of the financial market dictate that while this tender offer is a statement of intent, there remains a condition upon successful completion of the New Notes Offering. This condition is referred to as the Financing Condition. It is solely at the discretion of the Offeror to determine whether this condition has been sufficiently met.

The Offeror also has future plans following the completion of the Tender Offer. Assuming the Financing Condition is satisfied, their intent is to redeem any remaining outstanding Notes in accordance with the Indenture's framework. This Indenture, governing the Notes, has been in effect since June 18, 2020, and the projected redemption date is June 18, 2024. The price for this redemption is proposed to be equal to 100% of the principal amount of each redeemed Note, plus accrued and unpaid interest up to the designated redemption date.

Important Dates Noting the Tender Offer Timeline

From the launch date to the settlement, each event is meticulously scheduled:

• Launch Date: May 20, 2024
• Expiration Deadline: 5:00 p.m., New York City time, on May 30, 2024
• Withdrawal Deadline: 5:00 p.m., New York City time, on May 30, 2024
• Announcement of Results: Expected on May 31, 2024
• Guaranteed Delivery Deadline: 5:00 p.m., New York City time, on June 3, 2024
• Settlement Date: Expected on June 4, 2024
• Guaranteed Delivery Settlement Date: Expected on June 4, 2024

All these anticipated dates are imperative for the investors to be aware of as they plan their financial strategies pertaining to the HTA Group's tender offer.

The Offeror has not left any stone unturned in securing a professional and experienced team to manage the Tender Offer. Expertise has been inherited by assigning Merrill Lynch International, J.P. Morgan Securities plc, The Standard Bank of South Africa Limited, and Standard Chartered Bank as the Dealer Managers. In support, Morrow Sodali Limited has been appointed to act as the Information and Tender Agent for the tender offer.

Questions related to tendering procedures can be addressed to Morrow Sodali Limited at the various regional contacts:

• Hong Kong: +852 2319 4130
• Europe: +44 20 4513 6933
• U.S.: +1 203 609 4910

For more details, individuals can also reach out via email to [Morrow Sodali Limited](mailto:[email protected]).

Additionally, inquiries about the Tender Offer itself may be directed to the appointed Dealer Managers:

• J.P. Morgan Securities plc: [JPMorgan Europe](mailto:[email protected])
• Merrill Lynch International: European contact at +44 20 7996 5420 and U.S. Toll-Free at +1 (888) 292-0070. Emails can be sent to [Merrill Lynch International](mailto:[email protected])
• The Standard Bank of South Africa Limited: [The Standard Bank](mailto:[email protected])
• Standard Chartered Bank: European contact at +44 20 7885 5739 and U.S. contact at +1 212 667-0351. Emails can be sent to [Standard Chartered Bank](mailto:[email protected])

It is critical to note that the new notes, along with the relevant guarantees, will not be registered under the United States Securities Act of 1933. The specifics of this tender offer are not to be misconstrued as an offer to sell or a solicitation of an offer to purchase the new notes. The action in relation to the new notes is still pending, as no jurisdiction has confirmed any measures in allowing a public offering of these securities.

Furthermore, if any Noteholders wish for direct access to deeper details of this entire tender offer, they can visit the Tender Offer Website. The link for which is provided below for convenience and further inspection:

Tender Offer Website

The website serves as a centralized hub for documents, announcements, and critical information pertinent to the Offer to Purchase and outlines the tender offer in greater detail, assisting prospective participants in making informed decisions.

Closing this significant announcement, no aspect of this news conveys a redemption notice for the notes. Rather, it emphasizes the Offeror's including strategy to give preference, though not obligatory, to investors allocating new notes, particularly those tendering or expressing a firm intention to tender notes in the initial offer.

This forward-thinking approach outlines the Offeror's plan to benefit long-term investors and maintain a stable, solid investor base going forward. All terms and conditions apply as detailed within the Offer to Purchase, with future announcements expected to convey results and impacts on market conditions and the Offeror's financing structure.

In summary, investors and market observers alike should witness this careful and considered approach by HTA Group, Ltd. as part of an overarching strategy to ensure financial stability and growth. It is clear that this is a well-coordinated initiative, potentially setting the tone for similar future financial endeavors in the industry.

With each technical and legal aspect carefully laid out, the harmonized effort to streamline the senior notes of the company, coupled with the introduction of new notes, highlights the agility and preparedness of HTA Group, Ltd. Investors can venture into this tender offer with a wealth of information and support provided by the distinguished team of financial institutions and advisory firms, all working in collaboration to safeguard and orchestrate every step of the process.

With the expectation of further information and progress updates, stakeholders are encouraged to stay vigilant, while HTA Group, Ltd. takes progressive steps in reshaping its debt profile and enhancing the attractiveness of its financial instruments in the global market.

In conclusion, with this announcement, HTA Group, Ltd. has potentially etched a new chapter in the finance sector, meticulously paving a path that others may well follow. As the tender offer proceeds, the market awaits the results of this strategic financial move, made by a telecom infrastructure leader aspiring to sustain and scale its operations globally.

Any financial decisions based on this information should be made with due consideration and understanding of the full terms and conditions included in the official documents and should be discussed with professional financial advisors or legal counsels, where appropriate.

For further information and official communication from HTA Group, Ltd., please visit the source of this press release.

SOURCE: HTA Group, Ltd.