Amadeus has launched an issue of convertible bonds for 750 million euros and has carried out an increase in its share capital for an effective amount of another 750 million in the face of the impact of the coronavirus crisis.
The company yesterday launched two accelerated placement processes to carry out these two operations through a union of entities formed by J.P. Morgan as sole global coordinating entity and as placement entity, and Citigroup and Crédit Agricole CIB as placement entities.
According to the information sent this Friday by the company to the National Securities Market Commission (CNMV), the nominal amount of the capital increase has risen to 192,307.69 euros, with the issue of 19.23 million shares, at a price of 39 euros per share, of which 38.99 euros correspond to the issue premium and 0.01 euros to the nominal amount.
This issue price represents a 5.8% discount compared to the price at which Amadeus shares closed yesterday (41.39 euros).
The percentage of Amadeus’ share capital represented by the capital increase is approximately 4.5% prior to the transaction and approximately 4.3% after the transaction.
The company, which expects to deliver the new shares to investors around April 8, has made a non-transmission undertaking (lock-up undertaking) vis-à-vis the global coordinating entity and the placement entities, subject to the usual exceptions for this type of commitments, for a period that will start on the date of the placement contract and will end once 90 calendar days have elapsed since the inclusion of the new shares in the Stock Market Interconnection System.
CONVERTIBLE OBLIGATIONS WITH A 40% PREMIUM
In the case of obligations, the nominal amount has also been set at 750 million euros. The nominal value of the obligations will be 100,000 euros each, they will be issued at par and will have a coupon of 1.5% payable every six months on maturity in identical installments.
Unless previously converted, amortized or repurchased and canceled, Amadeus explains that the obligations will be amortized at par on April 9, 2025.
The bonds will be convertible into shares at the initial conversion price, which has been set at 54.60 euros, representing a 40% premium over the share issue price in the capital increase. The initial conversion price of the bonds will be subject to customary adjustments.
The shares initially underlying the obligations represent approximately 3% of Amadeus’ total share capital after the capital increase. The company will apply for admission to trading of the obligations on the Frankfurt Stock Market Open Market before May 9, 2020.
The company and the placement entities have signed this Friday a subscription contract in relation to the obligations. To facilitate the coverage of certain bondholders, approximately 1.35 million shares have been placed, representing 0.3% of the company’s share capital after the capital increase, at a price of 39 euros per share, the same price of the simultaneous capital increase carried out by the company.
The subscription and disbursement of the obligations is expected to take place on or around April 9, 2020.
The company and its subsidiaries have assumed a lock-up undertaking similar to that signed for the capital increase.