The full details of the A&E Transaction, the Scheme, the Consent Solicitation and Scheme Solicitation are provided in the consent solicitation statement dated July 25, 2025 (the “Consent Solicitation Statement“) issued by the Issuer. This announcement is a summary of the Consent Solicitation Statement only. It highlights selected information contained in the Consent Solicitation Statement and does not contain all of the information that you should consider before making a determination with respect to the Scheme, the Consent Solicitation or Scheme Solicitation. Capitalized terms used but not otherwise defined in this press release have the meaning given to them in the Consent Solicitation Statement.
The key terms of the Consent Solicitation and Scheme Solicitation are as follows:
Eligibility to Participate
The Consent Solicitation and the Scheme Solicitation are directed only to those holders of the Existing Notes (the “Noteholders“) who are either (i) “qualified institutional buyers” (as that term is defined in Rule 144A under the U.S. Securities Act of 1933, as amended (the “U.S. Securities Act“)), transacting in a private transaction in reliance upon an exemption from the registration requirements of the U.S. Securities Act, (ii) institutional “accredited investors” (within the meaning of Rule 501(a)(1), (2), (3), (7), (8), (9), (12) or (13) under the U.S. Securities Act) or (iii) holders who are not U.S. persons (as defined in Regulation S (“Regulation S“) under the Securities Act) transacting outside of the United States in an offshore transaction, as defined in, and in reliance on, Regulation S (provided that, if such persons are resident in (i) a member state of the European Economic Area, they must be “qualified investors” (within the meaning of Article 2(e) of Regulation (EU) 2017/1129 (the “Prospectus Regulation“)) or (ii) the United Kingdom, they must be “qualified investors” (within the meaning of Article 2(e) of the Prospectus Regulation as it forms part of domestic law by virtue of the European Union (Withdrawal) Act 2018) (each such Noteholder, an “Eligible Holder“), unless the Issuer in any instance otherwise agrees.
Consent Solicitation to make amendments to the Existing Indenture and the Existing Notes
The Issuer proposes to amend the Existing Indenture as follows, depending on the level of consents received in the Consent Solicitation:
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Proposed 50% Amendments. In case Noteholders representing a majority but less than 90% of outstanding Existing Notes consent and subject to the Scheme Condition being satisfied, the Existing Indenture and the Existing Notes may be amended to: (A) permit a Guarantor to become a co-issuer of the Existing Notes or permit the addition of a newly incorporated English entity in the Group as a co-issuer of the Existing Notes, (B) change the governing law of the Existing Indenture, the Existing Notes and the Existing Guarantees to the laws of England and Wales (and permit any related or necessary resulting changes), (C) include a non-exclusive English jurisdiction clause, and (D) provide that the amendments referenced in (A) to (C) above (collectively, the “Scheme Amendments“) will automatically cease to be effective and operative in all respects (and the Existing Indenture will read as though the Scheme Amendments had never been given effect) if the Transaction Support Agreement is terminated in accordance with its terms (other than on the Transaction Effective Date (as defined in the Transaction Support Agreement)), |
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(collectively, the “Proposed 50% Amendments“); and |
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Proposed 90% Amendments. In case Noteholders representing 90% or more of outstanding Existing Notes consent, the Existing Indenture and Existing Notes will be amended to: |
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(collectively, the “Proposed 90% Amendments” and, together with the Proposed 50% Amendments, the “Proposed Amendments“). |
Scheme Solicitation
If the Issuer obtains through the Transaction Support Agreement or the Consent Solicitation the consent of Noteholders representing:
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more than 50% (but less than 90%) in aggregate principal amount outstanding of the Existing Notes, subject to certain conditions and thresholds in the Transaction Support Agreement, the Proposed 50% Amendments will be implemented and a company in the Group to be determined shall proceed to formally propose a Scheme; and |
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if at least 90% in aggregate principal amount outstanding of the Existing Notes, the Proposed 90% Amendments will be implemented and the Issuer will, if required, terminate the Scheme. |
If the A&E Transaction is implemented by a Scheme, it will result in (i) Participating Holders receiving, on the Settlement Date, (x) the same Early Consent Consideration that such Participating Holders would have been eligible to receive in this Consent Solicitation, subject to certain conditions and, (y) as further detailed below and in the Consent Solicitation Statement, Participation Consideration paid at par and on a pro rata basis to all Noteholders in respect of all Existing Notes; and (ii) Noteholders receiving notes with terms substantially the same as the terms of the New Notes.
Timing. The Consent Solicitation and Scheme Solicitation will have an Early Consent Deadline of 5:00 p.m. New York time on August 7, 2025, and will expire at 11:59 p.m. New York time on August 21, 2025, in each case, unless extended, re-opened, amended or earlier terminated by the Issuer in accordance with the Consent Solicitation Statement. Eligible Holders may submit their instructions in respect of the Consent Solicitation and Scheme Solicitation at any time prior to the Expiration Time, but Noteholders will receive the Early Consent Consideration (as defined below) only if they validly submit (and do not withdraw) their consent (or Abstention Instruction, as applicable) and become a party to the Transaction Support Agreement prior to the Early Consent Deadline (or otherwise as set forth below).
Consideration. Eligible Holders who (w) validly submit and do not withdraw an Electronic Consent Instruction (or an Abstention Instruction, as applicable) with respect to all of the Existing Notes held or beneficially owned by them (except for any Existing Notes held by it in its capacity as a Qualified Market-maker and after taking into account any pending transfers), (x) (in the case of Participating Holders that are not Original Consenting Noteholders) accede to the Transaction Support Agreement by validly executing and delivering to the Information and Tabulation Agent an Accession Letter and Supporting Notes Confirmation Letter (including Evidence of Beneficial Ownership, as set out in the Transaction Support Agreement), (y) if the A&E Transaction is to be implemented by a Scheme, vote in favor or (in the case of an Abstaining Holder) abstain from voting in respect of the Scheme at the Scheme Meeting and (z) have not breached the Transaction Support Agreement on or prior to the Settlement Date, subject to satisfaction of the Settlement Conditions, will receive the New Notes, accrued and unpaid interest in respect of the Amended Notes that will be replaced by the New Notes (at the rate specified in the Existing Notes) to (and excluding) the Settlement Date and the following Consideration:
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(a) |
Participation Consideration, of €55.00 million in cash to pay down at par, on a pro rata basis, the aggregate amount of the Supporting Notes held by the Eligible Holders who take the actions described above (the “Participation Consideration“); and |
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(b) |
Early Consent Consideration, (i) €10.00 in cash for each €1,000 of Supporting Notes held by such Participating Holder and (ii) €10.00 in New Notes for each €1,000 of Supporting Notes held by such Participating Holder (subject to rounding), in each case, prior to the application of the Participation Consideration, |
provided that, if the A&E Transaction is implemented by way of a Scheme, the Participation Consideration will be paid to all Noteholders, rather than to only the Eligible Holders of Supporting Notes who take the actions described above; and provided further that, (A) to be eligible to receive the Early Consent Consideration, Eligible Holders will be required to take the actions described under (w) and (x) above prior to the Early Consent Deadline and (B) in the case a Specific CLO Holder has submitted an Abstention Instruction prior to the Early Consent Deadline, such Abstention Instruction may be withdrawn (solely for the purpose of submitting an Electronic Consent Instruction in favor of the A&E Transaction in lieu of such Abstention Instruction that is withdrawn) and any Specific CLO Holder will continue to be eligible to receive the Early Consent Consideration.
In each case such Consideration will be payable on the Settlement Date and conditional upon the completion of the Scheme or the Proposed 90% Amendments.
Holders who may be unable to consent to the Consent Solicitation, for fund constitutional, governance or legal reasons, will also be eligible to receive the Consideration provided they sign or accede to the Transaction Support Agreement, abstain from any vote (or vote in favor if ultimately able to do so) in the Scheme or Consent Solicitation (including by submitting an Abstention Instruction under, and as defined in, the Consent Solicitation Statement) and otherwise remain in compliance with the Transaction Support Agreement.
The Issuer may, on one or more occasions, at its option and in its discretion, at any time, subject to applicable laws and on the terms and subject to the conditions set forth in the Consent Solicitation Statement and the Transaction Support Agreement, (a) extend the Expiration Time or Early Consent Deadline to a date no later than September 15, 2025, or (b) re-open the Consent Solicitation following the Expiration Time, provided that the Expiration Time following such re-opening is no later than September 15, 2025 and provided further that any subsequent or longer extensions of the foregoing to a date after September 15, 2025 but up to and including September 30, 2025 shall require the consent of the Majority Consenting Noteholders (as defined in the Transaction Support Agreement) and any extensions to such date to a date on or later than October 1, 2025 up to and including the Long-Stop Date shall require the consent of the Super Majority Consenting Noteholders (as defined in the Transaction Support Agreement).
Substantially contemporaneously with the entry into the Transaction Support Agreement, the Issuer and certain of its subsidiaries have entered into an agreement with 100% of the lenders of its €100.0 million super senior revolving credit facility (the “ssRCF“) to extend the maturity of the ssRCF to July 15, 2029. The closing of the A&E Transaction will be effected substantially contemporaneously with the extension to the maturity of the ssRCF.
Additional Information
Eligible Holders that wish to support the A&E Transaction and receive the Early Consent Consideration are invited to accede to the Transaction Support Agreement as from today by accessing the documents here: https://deals.is.kroll.com/graanul. Eligible Holders will be required to complete and execute an accession letter to the Transaction Support Agreement and provide evidence of their beneficial holdings to Kroll Issuer Services Limited.
The Consent Solicitation Statement will also be made available to all Eligible Holders through the information and tabulation agent. If you experience any issues in accessing this website or have any questions about accession to the Transaction Support Agreement, the Consent Solicitation and Scheme Solicitation, you should contact:
Kroll Issuer Services Limited
Address: The News Building, 3 London Bridge Street, London SE1 9SG, United Kingdom
Telephone: +44 207 704 0880
Email: graanul@is.kroll.com
Website: https://deals.is.kroll.com/graanul
Attention: Jacek Kusion / Ivan Šantek
Goldman Sachs Bank Europe SE is acting as the Issuer’s financial advisor. Goldman Sachs Bank Europe SE, which is authorized and supervised by the European Central Bank and the Federal Financial Supervisory Authority (Bundesanstalt für Finanzdienstleistungsaufsicht), is acting for the Issuer and no one else in connection with the transactions described herein and will not be responsible to anyone other than the Issuer for providing the protections afforded to clients of Goldman Sachs Bank Europe SE, or for giving advice in connection with the transactions described herein or any matter referred to herein.
For further information on the A&E Transaction, please contact Latham & Watkins LLP, who have advised supporting noteholders, at the following email address: projectgeorgia2025.lwteam@lw.com
About Graanul
Graanul is the largest sustainable wood-pellet manufacturer in Europe, focusing primarily on the European pellet market. The wood pellets produced are low-carbon alternative fossil fuels that are used for renewable power generation, commercial and residential heating, as well as combined heating and power applications. Graanul operates across Estonia, Latvia, Lithuania and the United States.
Important Notice
This press release does not constitute an offer to sell or the solicitation of an offer to buy the Existing Notes or any other security in any jurisdiction and shall, in any circumstance, not constitute an offer, solicitation or sale in the United States or in any jurisdiction in which, or to any persons to whom, such offering, solicitation or sale would be unlawful. The Existing Notes have not been and will not be registered under the United States Securities Act of 1933, as amended, or with any securities regulatory authority of any state or other jurisdiction of the United States or in any other jurisdiction.
Graanul is issuing this statement on a one-off basis to update its investors, and does not currently anticipate that it will issue similar quarterly recent developments updates in the future.
Certain information contained in this press release constitutes, or can be deemed, “forward looking statements”. These forward looking statements may be identified by the fact that they do not relate only to historical or current facts but to expectations or projections of future events, results and circumstances that may or may not occur in the future, and by use of forward looking terminology such as “may,” “could,” ‘should,” “will,” “would,” “expect,” “plan,” “anticipate”, “project,” “estimate,” “believe”, “intend,” “maintain,” or “continue” or the negatives thereof or other variations thereon or comparable terminology or other forms of projections. By their nature, forward looking statements involve risks and uncertainties. You are cautioned that forward looking statements are not guarantees of future performance and that due to various risks, uncertainties and assumptions, actual events or results or the actual performance of Graanul, and developments in the industries in which Graanul operates, future capital expenditures and acquisitions, as well as any disruption in general economic and business conditions, particularly in geographic areas where business may be concentrated, may differ materially from those reflected or contemplated in such forward looking statements or projections. Forward looking statements are not historical facts but are based on certain assumptions of management regarding Graanul’s present and future business strategies and the environment in which it will operate, which management believes to be reasonable but are inherently uncertain, and describe Graanul’s future operations, plans, strategies, objectives, goals and targets and expectations and future developments in the markets. No representation, express or implied, is made or will be made by Graanul (or any of its affiliates, members, directors, officers, employees, advisors, consultants, agents, and representatives) that any forward looking statements will be achieved or will prove to be correct. The actual future business, financial condition, results of operation and prospects could vary materially from the forward looking statements. As a result, you should not rely on these forward looking statements. All forward looking statements, projections, objectives, estimates and forecasts and any other information contained in this press release apply only as of the date hereof and Graanul undertakes no obligation to update this information, whether as a result of new information, future events or otherwise, except as may be required by applicable law.
This announcement may constitute a public disclosure of inside information by Graanul under Regulation (EU) 596/2014 (16 April 2014).
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Contacts
Kroll Issuer Services Limited
Address: The News Building, 3 London Bridge Street, London SE1 9SG, United Kingdom
Telephone: +44 207 704 0880
Email: graanul@is.kroll.com
Website: https://deals.is.kroll.com/graanul
Attention: Jacek Kusion / Ivan Šantek