NH Hotel S A : Early redemption / Cancellation / Delisting
06/28/2021 | 06:04pm EDT
NOTICE OF SATISFACTION OF THE CONDITION FOR THE REDEMPTION
AND CANCELLATION OF ALL OF ITS OUTSTANDING
3.750% SENIOR SECURED NOTES DUE 2023
NH HOTEL GROUP, S.A.
3.750% Senior Secured Notes due 2023
Common Code Numbers: 149753265* (Rule 144A) and 149752773* (Regulation S)
ISIN Numbers: XS1497532652* (Rule 144A) and XS1497527736* (Regulation S)
REDEMPTION DATE: June 28, 2021
Madrid - June 28, 2021
NOTICE IS HEREBY GIVEN that NH Hotel Group, S.A. (the "Issuer") has raised funds sufficient to pay the redemption price for all of its outstanding €356,850,000 3.750% Senior Secured Notes due 2023 (the "Notes"), including the applicable premium and accrued and unpaid interest to the redemption date, which Notes have been conditionally called to be redeemed on the date hereof. As such, the Refinancing Condition (as defined in the notice of redemption dated June 14, 2021) has been satisfied, and the redemption and cancellation of the Notes will occur on the date hereof.
NH Hotel Group, S.A.
June 28, 2021
*These Common Code and ISIN numbers are included solely for the convenience of the Holders. Neither BNP Paribas Trust Corporation UK Limited, as trustee, the Issuer nor BNP Paribas Securities Services, Luxembourg Branch, as Paying Agent, shall be responsible for the selection or use of any Common Code or ISIN number, nor is any representation made as to its correctness or accuracy on any Note or as referred to in any redemption notice.
Relevant legal information
This notice does not constitute or form part of any offer or solicitation to purchase or subscribe for securities in the United States of America or in any other jurisdiction. The Notes aforementioned and the guarantees thereof have not been, and will not be, registered under the Securities Act. The Notes and the guarantees may not be offered or sold in the United States of America absent registration or an applicable exemption from the registration requirements of the Securities Act. There will be no public offer of the Notes or the guarantees in the United States of America. Copies of this notice are not being, and should not be, distributed in or sent into the United States of America.
It may be unlawful to distribute this notice in certain jurisdictions. This notice is not for distribution, directly or indirectly, in or into the United States of America (including its territories and dependencies, any state of the United States of America and the District of Columbia), Canada, Japan or Australia. The information in this notice does not constitute or form a part of any offer or solicitation to purchase or subscribe for securities in the United States of America, Canada, Japan or Australia.
In member states of the Economic European Area ("EEA"), this notice and any offer of securities if made subsequently is directed only at persons who are "qualified investors" within the meaning of Article 2(e) of Regulation (EU) 2017/1129 ("Qualified Investors"). Any person in the EEA who acquires securities in any offer of securities (an "investor") or to whom any offer of securities is made will be deemed to have represented and agreed that it is a Qualified Investor. Any investor will also be deemed to have represented and agreed that any securities acquired by them in the offer have not been acquired on behalf of persons in the EEA other than Qualified Investors or persons in the UK and other Member States (where equivalent legislation exists) for whom the investor has authority to make decisions on a wholly discretionary basis, nor have the securities been acquired with a view to their offer or resale in the EEA to persons where this would result in a requirement for publication by the Issuer of a prospectus pursuant to the Prospectus Regulation. The Issuer and others will rely upon the truth and accuracy of the foregoing representations and agreements.
This communication is being distributed only to, and is directed at (i) persons who are outside the United Kingdom or (ii) persons in the UK falling within the definition of investment professionals (as defined in Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended (the "Order") or (iii) the high net worth entities, and other persons to whom it may lawfully be communicated, falling within Article 49(2)(a) to (d) of the Order 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 in connection with the issue or sale of any securities may otherwise lawfully be communicated or caused to be communicated (all such persons together being referred to as "Relevant Persons"). The securities to which this notice relates are only available to, and any invitation, offer or agreement to subscribe, purchase or otherwise acquire such securities will be available only to or will be engaged in only with, Relevant Persons. Any person who is not a Relevant Person should not act or rely on this communication or any of its contents. This notice is directed only at Relevant Persons and must not be acted on or relied on by persons who are not Relevant Persons.
This notice may include "forward -looking statements" within the meaning of the securities laws of certain jurisdictions, such as statements about the offering of the Notes and the subscription and payment thereof. Forward-looking statements provide the Issuer's current expectations, intentions or forecasts of future events. Forward-looking statements include statements about expectations, beliefs, plans, objectives, intentions, assumptions and other statements that are not statements of historical fact. Words or phrases such as "will," "believe," "expect," "anticipate," "may," "intend," "should," "estimate" and similar expressions or the negatives of these words or phrases, may identify forward-looking statements, but the absence of these words does not necessarily mean that a statement is not forward-looking.Forward-looking statements are subject to known and unknown risks and uncertainties and are based on assumptions that could potentially be inaccurate and that could cause future results to differ materially from those expected or implied by the forward- looking statements.