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Synlab Bondco PLC ("Synlab") today announced that it had commenced an offering of Senior Secured Fixed Rate Notes due 2022 and Senior Secured Floating Rate Notes due 2022 in the total aggregate principal amount of €940,000,000 (together, the "Notes").
The Notes have not been and will not be registered under the Securities Act of 1933, as amended (the "Securities Act") or any state securities laws and may not be offered or sold in the United States or for the account or benefit of any United States citizen or in any way distributed in the United States absent registration or an applicable exemption from the registration requirements of the Securities Act and applicable state securities laws. The Notes will be offered only to qualified institutional buyers in the United States in accordance with Rule 144A under the Securities Act and to non-US persons outside the United States in reliance on Regulation S under the Securities Act. Any public offering of securities to be made in the United States will be made by means of a prospectus that may be obtained from the issuer or the selling security holder.
This press release does not constitute an offer to sell or a solicitation of an offer to buy the Notes and shall not constitute an offer, solicitation or sale of any securities in any jurisdiction where the offering would not be permitted. This press release contains information about a pending transaction and there can be no assurance that this transaction will be completed.
Use of Proceeds
Synlab intends to use the proceeds of the offering (i) to redeem in full all of its outstanding existing senior secured floating rate notes in the principal amount of €775,000,000 (the "Existing Senior Secured Floating Rate Notes"), (ii) to repay all outstanding amounts under the revolving credit facility dated as of 17 June 2015 as amended (the "Revolving Credit Facility"), (iii) for general corporate purposes, including primarily to finance acquisitions in furtherance of its strategy of pursuing growth opportunities through selective acquisitions in its current markets and in new markets; and (iv) to pay associated fees and expenses in connection with the issuance of the Notes and the redemption of the Existing Senior Secured Floating Rate Notes.
None of the proceeds of the Notes will be used in a manner that would constitute a "use of proceeds in Switzerland" (Mittelverwendung in der Schweiz) as interpreted by the Swiss tax authorities for purposes of Swiss withholding tax so that it triggers Swiss withholding tax consequences on interest payments under the Notes unless a positive written tax ruling has been obtained in advance according to which such use of proceeds does not trigger Swiss withholding tax on interest payments under the Notes.
Forward-Looking Information is Subject to Risk and Uncertainty
This press release may include certain "forward-looking" statements. Forward-looking statements include all statements that are not historical facts and can be identified by the use of forward-looking terminology such as the words "believes," "expects," "may," "will," "would," "should," "seeks," "pro forma," "anticipates," "intends," "plans," "estimates," or the negative of any thereof or other variations thereof or comparable terminology, or by discussions of strategy or intentions. These statements are not guarantees of future actions or performance and involve risks, uncertainties and assumptions as to future events that may not prove to be accurate. Actual actions or results may differ materially from what is expressed or forecasted in these forward-looking statements as Synlab may be unable to complete the offering, the repurchase, redemption or retirement of the Existing Senior Secured Floating Rate Notes or the Revolving Credit Facility. As a result, these statements speak only as of the date they were made and Synlab undertakes no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.
NOT FOR PUBLICATION, DISTRIBUTION OR RELEASE, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES OR ANY JURISDICTION IN WHICH THE PUBLICATION, DISTRIBUTION OR RELEASE WOULD BE UNLAWFUL. OTHER RESTRICTIONS ARE APPLICABLE.