Berlin, 17 May, 2018: Atotech B.V. (“Atotech”) announced today that its indirect parent company and the direct parent company of Alpha 3 B.V., Alpha 2 B.V. (the “Holdco Issuer”), intends to offer U.S. dollar-denominated, 5-year, senior unsecured PIK toggle notes in an aggregate principal amount of approximately $300 million (the “Notes”) in a private offering to qualified institutional buyers pursuant to Rule 144A under the Securities Act of 1933, as amended (the “Securities Act”), and to certain persons outside the United States pursuant to Regulation S under the Securities Act (the “Private Offering”). It is anticipated that the Private Offering will commence in the near term, subject to market conditions.
Additionally, Atotech has announced that it anticipates it will obtain additional incremental borrowings under its existing senior secured credit facility of approximately $200 million (the “Incremental Term Loans”).
The Notes will not be guaranteed by Atotech, Alpha 3 B.V. or any of the Holdco Issuer’s other subsidiaries. Interest on the notes will be payable in cash, or under certain conditions, in whole or in part, in kind. The Holdco Issuer expects to use the net proceeds of the Private Offering of the Notes, together with the net proceeds of the Incremental Term Loans, to make a distribution to its stockholders and to pay certain fees and expenses related to the Private Offering of the Notes and the incurrence of the Incremental Term Loans.
About Atotech B.V.
Atotech is a global manufacturer of specialty chemicals and equipment for high technology electroplating applications.
The Notes will not be registered under the Securities Act, or any state securities laws, and may not be offered or sold in the United States absent registration, except pursuant to an exemption from the registration requirements of the Securities Act and applicable state securities laws.
This press release shall not constitute an offer to sell nor a solicitation of an offer to buy any security, nor shall there be any sale of these securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.
Cautionary Statement Concerning Forward-Looking Statements
This release contains certain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 with respect to Atotech, Alpha 3 B.V., the Holdco Issuer and their affiliates. These forward-looking statements include, but are not limited to, statements relating to the transactions described herein including the anticipated Private Offering of Notes by the Holdco Issuer and incremental borrowings under Atotech’s senior secured credit facility. Although Atotech believes these forward-looking statements are reasonable, Atotech cautions readers not to place undue reliance on these statements, which are inherently uncertain. Atotech cannot guarantee future results, trends, events, levels of activity, performance or achievements, and does not undertake, and specifically declines, any obligation to update, republish or revise forward-looking statements to reflect events or circumstances after the date hereof or to reflect the occurrences of unanticipated events, except as required by law. Consequently, readers should regard all forward-looking statements solely as Atotech’s current plans, estimates and beliefs.