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King US Bidco, Inc. (the " Issuer "), a Delaware corporation, that will be indirectly owned by investment funds managed by Apollo Global Management, Inc. and its subsidiaries and investment funds managed andor advised by Triton Investments Advisers LLP andor its affiliates, announced today it has successfully priced €750,000,000 in aggregate principal amount of Floating Rate Senior Secured Notes due 2032 (the " Notes ") at an issue price of 100.000% in an offering (the " Offering ") that will be exempt from the registration requirements of the Securities Act of 1933, as amended (the " Securities Act "). The Notes will bear interest at a rate equal to the three-month EURIBOR (with a floor of 0%), reset quarterly, plus 3.25%. The Offering is expected to close on December 1, 2025 (the " Issue Date ") subject to customary closing conditions. The Notes will mature on December 1, 2032.
The issuance of the Notes may occur prior to the completion of the Acquisition (as defined herein). If so, on the Issue Date, the Issuer expects to deposit the gross proceeds from the Offering into an escrow account. Upon release of the proceeds from the escrow account, proceeds from the Offering will be used, together with cash from equity contributions, to: (i) fund the acquisition (the " Acquisition ") of 100% of the share capital of Kelvion Thermal Solutions Holding GmbH and Mangrove GermanCo I GmbH (the " Target Companies "); (ii) redeem in full €525.0 million aggregate principal amount of the existing senior secured floating rate notes due 2029 of the Target Companies' parent (the " Existing Notes "); (iii) repay the aggregate principal amount of borrowings, if any, drawn under the Target Companies' existing senior secured facilities as of the closing of the Acquisition; and (iv) pay certain costs, fees and expenses incurred in connection with the transactions, including underwriting, financial advisory, legal, accounting, ratings advisory and other transaction costs and professional fees and expenses.
The Notes are being offered only to (i) persons reasonably believed to be qualified institutional buyers within the meaning of Rule 144A under the Securities Act; and (ii) outside the United States, only to non-U.S. persons pursuant to Regulation S under the Securities Act. The Notes will not be registered under the Securities Act or the securities laws of any State or other jurisdiction of the United States and may not be offered, sold, pledged, taken up, resold, delivered or otherwise transferred except pursuant to an exemption from or, in any transaction not subject to, the registration requirements of the Securities Act.
This press release does not constitute a notice of redemption with respect to the Existing Notes.
This press release does not constitute an offer to sell or the solicitation of an offer to buy any securities in any jurisdiction to any person to whom it is unlawful to make such offer or solicitation in such jurisdiction.
This communication is not distributed by, nor has it been approved by, an authorized person in the United Kingdom and is for distribution to (i) persons who have professional experience in matters relating to investments falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended (the " Financial Promotion Order "), (ii) persons falling within Article 49(2)(a) to (d) (high net worth companies, unincorporated associations, etc.) of the Financial Promotion Order, (iii) persons outside the United Kingdom, or (iv) persons to whom an invitation or inducement to engage in investment activity within the meaning of Section 21 of the Financial Services and Markets Act 2000, as amended (the " FSMA ") in connection with the issue or sale of any Notes may otherwise lawfully be communicated or caused to be communicated (all such persons together being referred to as " R elevant P ersons "). This communication is directed only at Relevant Persons and must not be acted on or relied on by persons who are not Relevant Persons. Any investment or investment activity to which this communication relates is available only to Relevant Persons and will be engaged in only with Relevant Persons.
The Notes are not intended to be offered, sold or otherwise made available to and should not be offered, sold or otherwise made available to any retail investor in the European Economic Area (the " EEA "). For these purposes, a retail investor means a person who is one (or more) of: (i) a retail client as defined in point (11) of Article 4(1) of Directive 2014/65/EU (as amended, " MiFID II "); (ii) a customer within the meaning of Directive (EU) 2016/97 (as amended or superseded), where that customer would not qualify as a professional client as defined in point (10) of Article 4(1) of MiFID II; or (iii) not a "qualified investor" as defined in the Regulation (EU) 2017/1129 (as amended, the " Prospectus Regulation "). No key information document required by Regulation (EU) No 1286/2014 (as amended, the " PRIIPs Regulation ") for offering or selling the Notes or otherwise making them available to retail investors in the EEA has been prepared and therefore, offering or selling the Notes or otherwise making them available to any retail investor in the EEA may be unlawful under the PRIIPs Regulation. Any offer of Notes in any Member State of the EEA will be made pursuant to an exemption under the Prospectus Regulation from the requirement to publish a prospectus for offers of Notes.
The Notes are not intended to be offered, sold or otherwise made available to, and should not be offered, sold or otherwise made available to any retail investor in the United Kingdom. For these purposes, a retail investor means a person who is one (or more) of: (i) a retail client, as defined in point (8) of Article 2 of Regulation (EU) No 2017/565 as it forms part of domestic law by virtue of the European Union (Withdrawal) Act 2018, as amended (the " EUWA "); or (ii) a customer within the meaning of the provisions of the FSMA and any rules or regulations made under the FSMA to implement Directive (EU) 2016/97, where that customer would not qualify as a professional client, as defined in point (8) of Article 2(1) of Regulation (EU) No 600/2014 as it forms part of domestic law by virtue of the EUWA; or (iii) not a qualified investor as defined in Article 2 of the Prospectus Regulation as it forms part of domestic law by virtue of the EUWA. Consequently, no key information document required by the PRIIPs Regulation as it forms part of domestic law by virtue of the EUWA (the " UK PRIIPs Regulation ") for offering or selling the Notes or otherwise making them available to retail investors in the United Kingdom has been prepared and therefore, offering or selling the Notes or otherwise making them available to any retail investor in the United Kingdom may be unlawful under the UK PRIIPs Regulation.
MiFID II product governance / professional investors and ECPs only target market : Solely for the purposes of each manufacturers' product approval process, the target market assessment in respect of the Notes has led to the conclusion that: (i) the target market for the Notes is eligible counterparties ("ECPs") and professional clients only, each as defined in MiFID II; and (ii) all channels for distribution of the Notes to ECPs and professional clients are appropriate. Any person subsequently offering, selling or recommending the Notes (a "Distributor") should take into consideration the manufacturers' target market assessment; however, and without prejudice to our obligations in accordance with MiFID II, a Distributor subject to MiFID II is responsible for undertaking its own target market assessment in respect of the Notes (by either adopting or refining the manufacturers' target market assessment) and determining appropriate distribution channels.
UK MiFIR product governance / professional investors and ECPs (as defined below) only target market : Solely for the purposes of each manufacturer's product approval process, the target market assessment in respect of the Notes has led to the conclusion that: (i) the target market for the Notes is only eligible counterparties ("ECPs"), as defined in the FCA Handbook Conduct of Business Sourcebook, and professional clients, as defined in Regulation (EU) No 600/2014 as it forms part of domestic law by virtue of the European Union (Withdrawal) Act 2018 ("EUWA"); and (ii) all channels for distribution of the Notes to ECPs and professional clients are appropriate. Any UK distributor should take into consideration the manufacturers' target market assessment; however, a distributor subject to the FCA Handbook Intervention and UK MiFIR Product Governance Sourcebook is responsible for undertaking its own target market assessment in respect of the Notes (by either adopting or refining the manufacturers' target market assessment) and determining appropriate distribution channels.
In connection with this offering of the Notes, Deutsche Bank Aktiengesellschaft (the " Stabilizing Manager ") (or affiliates acting on behalf of the Stabilizing Manager) may over-allot Notes or effect transactions with a view to supporting the market price of the Notes at a level higher than that which might otherwise prevail. However, there is no assurance that the Stabilizing Manager (or any affiliate acting on behalf of the Stabilizing Manager) will undertake stabilizing action. Such stabilizing, if commenced, may be discontinued at any time and must be brought to an end no later than the earlier of 30 calendar days after the issue date of the Notes and 60 calendar days after the date of the allotment of the Notes.
The Stabilizing Manager may engage in over-allotment, stabilizing transactions, covering transactions and penalty bids in accordance with Regulation M under the Exchange Act. Over-allotment involves sales in excess of the Offering size, which creates a short position for the relevant Initial Purchaser. Stabilizing transactions permit bidders to purchase the underlying security so long as the stabilizing bids do not exceed a specified maximum. Covering transactions involve purchases of the Notes in the open market after the distribution has been completed in order to cover short positions. Penalty bids permit the Stabilizing Manager to reclaim a selling concession from a broker or dealer when the Notes originally sold by that broker or dealer are purchased in a stabilizing or covering transaction to cover short positions. These activities may stabilize or maintain the respective market price of the Notes above market levels that may otherwise prevail. The Stabilizing Manager is not required to engage in these activities, and may end these activities at any time. Accordingly, no assurance can be given as to the liquidity of, or trading markets for, the Notes.
Forward-Looking Statements
This communication and other written or oral statements made by or on behalf of the Issuer contain forward-looking statements. In particular, statements using words such as "may," "seek," "will," "likely," "assume," "estimate," "expect," "anticipate," "intend," "believe," "do not believe," "aim," "predict," "plan," "project," "continue," "potential," "guidance," "foresee," "might," "objective," "outlook," "trends," "future," "could," "would," "should," "target," "on track," or their negatives or variations, and similar terminology and words of similar import, generally involve future or forward-looking statements. Forward-looking statements reflect the Issuer's current views, plans or expectations with respect to future events and financial performance. They are inherently subject to significant business, economic, competitive and other risks, uncertainties and contingencies. The inclusion of forward-looking statements in this or any other communication should not be considered as a representation by the Issuer or any other person that current plans or expectations will be achieved. Accordingly, you should not place undue reliance on any forward-looking statement. Forward-looking statement speak only as of the date on which they are made, and the Issuer undertakes no obligation to publicly update or revise any forward-looking statement, whether as a result of new information, future developments or otherwise, except as otherwise required by law.
Contact details:
King US Bidco, Inc.
251 Little Falls Drive
Wilmington
Delaware 19808
United States
with a copy to:
Apollo Management International LLP
1 Soho Place
London W1D 3BG
United Kingdom
IR@apollo.com
