Slaughter and May advised International Personal Finance plc (“IPF”), the operator of the world’s largest home credit business and a successful fintech business, IPF Digital, on a series of successful liability management transactions.
The liability management exercise comprised the following transactions: (i) an exchange offer to the holders of IPF’s existing EUR 412,000,000 5.75 per cent. Senior Unsecured Unsubordinated Fixed Rate Notes due 2021 (the “Existing EUR Notes”) issued under IPF’s EUR 1,000,000,000 euro medium term note programme (the “Programme”) for a combination of new 9.75 per cent. euro denominated notes due 2025 (the “New Notes”) and, in certain circumstances, cash (the “Exchange Offer”); and (ii) inter-conditional consent solicitations to amend the covenants of each outstanding series of notes issued under the Programme (comprising the Existing EUR Notes, the GBP 78,100,000 7.75 per cent. Notes due 2023 (the “Existing GBP Notes”) and the SEK 450,000,000 Floating Rate Notes due 2022 (the “Existing SEK Notes”)) and add a mandatory exchange feature to the Existing EUR Notes (the “Consent Solicitations”).
Following the success of the Exchange Offer and the Consent Solicitations, all of IPF’s outstanding Existing EUR Notes have been exchanged for approximately EUR 341.2 million in aggregate principal amount of New Notes and approximately EUR 59.5 million in cash (plus accrued interest), IPF has no material near-term debt maturities and an appropriate and uniform covenant package across the notes issued under the Programme (including the New Notes).
The Exchange Offer and Consent Solicitation for the Existing EUR Notes was managed by HSBC Bank plc, Banco Santander S.A. and Jefferies International Limited as Joint Dealer Managers with support from ABG Sundal Collier AB and Peel Hunt LLP as Co-Dealer Managers. The Consent Solicitation for the Existing GBP Notes was managed by HSBC Bank plc, Banco Santander S.A. and Peel Hunt LLP as Solicitation Agents. The Consent Solicitation for the Existing SEK Notes was managed by HSBC Bank plc, Banco Santander S.A. and ABG Sundal Collier AB. Rothschild & Co acted as financial adviser to IPF. Linklaters LLP acted as legal adviser to the Dealer Managers and the Solicitation Agents.