White & Case Advises HSBC on ORPAR's Issue of Zero Coupon Bonds Exchangeable for Rémy Cointreau Shares
Global law firm White & Case LLP has advised HSBC, as Global Coordinator and Sole Bookrunner, in connection with ORPAR's issue of €170 million zero coupon bonds, due 2019, exchangeable for existing Rémy Cointreau ordinary shares. ORPAR, controlled by the Heriard Dubreuil family, holds 50.23 percent of the Remy Cointreau's share capital and 66.08 percent of its voting rights.
The bonds, issued at par, will be redeemed at maturity in cash, in Rémy Cointreau shares or a combination thereof, at ORPAR's option, at a redemption price of 102.3 percent of the principal amount. The bonds' nominal value includes an issue premium of 32.5 percent over Rémy Cointreau's reference share price. Each bond is exchangeable for Rémy Cointreau shares from the date of issue, subject to customary adjustments. The number of Rémy Cointreau shares underlying the bonds on issue represents approximately 5 percent of Rémy Cointreau's share capital.
Around 80 percent of the net proceeds of the issue of the bonds will be used by ORPAR to purchase Rémy Cointreau shares on the market or through private transactions. The balance of the proceeds will be transferred to its parent company Andromède, which holds 99.98 percent of its share capital, to finance the diversification of its equity market portfolio, to fund potential acquisitions and for general corporate purposes.
The bonds have been admitted to trading on the open market of the Euro MTF Luxembourg Stock Exchange and have been offered solely to investors outside the United States of America pursuant to Regulation S.
The White & Case team in Paris was led by capital markets partners Thomas Le Vert and Séverin Robillard, with support from counsel Elsa Imbernon and associate Petya Georgieva. Tax partner Alexandre Ippolito and associate Marcus Schmidbauer advised on the tax aspects.
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