NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR INTO OR FROM THE UNITED STATES, CANADA, AUSTRALIA, JAPAN OR ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF SUCH JURISDICTION
Kantar Global Holdings S.à r.l. (the “Company” and, together with its subsidiaries, “Kantar”) hereby announces that its indirect wholly-owned subsidiaries Summer (BC) Holdco B S.à r.l. (the “Euro Notes Issuer”) and Summer (BC) Bidco B LLC (the “Dollar Notes Issuer”) have launched a combined offering (the “Offering”) of:
a) (i) euro-denominated senior secured fixed rate notes; and (ii) euro-denominated senior secured floating rate notes (together, the “Euro Notes”) to be issued by the Euro Notes Issuer; and
b) U.S. Dollar-denominated senior secured fixed rate notes (the “Dollar Notes” and, together with the Euro Notes, the “Notes”) to be issued by the Dollar Notes Issuer.
On 30 January 2025, Kantar announced the marketing of an additional senior USD Term Loan B (the “Additional USD Term Loan Facility”).
The Notes and the Additional USD Term Loan Facility will have the benefit of the same guarantor and collateral package as Kantar’s existing Senior Facilities.
Kantar intends to use the proceeds from the Offering and the Additional USD Term Loan Facility (i) to fund (a) the redemption of all outstanding €1,000.0 million 5.750% Senior Secured Notes due 2026 issued by the Euro Notes Issuer and all outstanding $425.0 million 5.500% Senior Secured Notes due 2026 issued by the Dollar Notes Issuer (together, the “Existing Notes”); and (b) the prepayment of $98.6 million in principal amount and all other amounts outstanding under the Original Facility (USD); (ii) to fund the partial prepayment of amounts drawn under the Revolving Credit Facilities; (iii) for general corporate purposes; and (v) to pay certain fees and expenses in connection with the above transactions.
The final terms and conditions of the Notes, which will be determined upon completion of the bookbuilding process, will be disclosed by Kantar as soon as available. There is no assurance that the Offering will be completed or, if completed, as to the terms on which it will be completed.
Cautionary Statement
The Offering is being made by means of an offering memorandum. This announcement does not constitute an offer to sell or the solicitation of an offer to buy the Notes or any other security and shall 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 Notes and the related guarantees have not been, and will not be, registered under the U.S. Securities Act of 1933, as amended (the “Securities Act”) or the securities laws of any state or other jurisdiction of the United States, and may not be offered or sold within the United States, except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and applicable state or local securities laws. Accordingly, the Notes and the related guarantees are being offered and sold in the United States only to qualified institutional buyers in accordance with Rule 144A under the Securities Act and in “offshore transactions” outside the United States in accordance with Regulation S under the Securities Act.
Promotion of the Notes in the United Kingdom is restricted by the Financial Services and Markets Act 2000, as amended (the “FSMA”), and accordingly, the Notes are not being promoted to the general public in the United Kingdom. This announcement is only addressed to and directed at persons who (i) are outside the United Kingdom, (ii) have professional experience in matters relating to investments (being investment professionals falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended (the “Financial Promotion Order”)), (iii) fall within Article 49(2)(a) to (d) (“high net worth companies, unincorporated associations, etc.”) of the Financial Promotion Order, or (iv) to the extent that doing so does not prejudice the lawful distribution of the announcement to the foregoing, are persons to whom an invitation or inducement to engage in investment activity (within the meaning of section 21 of the FSMA) in connection with the issue or sale of any Notes may otherwise lawfully be communicated or caused to be communicated (all such persons together being referred to as “relevant persons”). The Notes will only be available to relevant persons and this announcement must not be acted on or relied on by anyone who is not a relevant person.
This announcement does not constitute a notice of redemption in respect of any securities. Holders of the Existing Notes are therefore urged to refer to the relevant notice of conditional full redemption (once available) for more information regarding the redemption price, record date and redemption date.
MiFID II product governance—Professional investors and ECPs only target market. Solely for the purposes of the product approval process of any initial purchaser of the Notes (each, an “Initial Purchaser”) that considers itself as a manufacturer pursuant to Directive 2014/65/EU (as amended, “MiFID II”) (each a “Manufacturer” and, together, the “Manufacturers”), the target market assessment in respect of the Notes has led to the conclusion that: (i) the target market for such Notes is only eligible counterparties and professional clients, each as defined in MiFID II; and (ii) all channels for distribution of such Notes to eligible counterparties and professional clients are appropriate. Any person subsequently offering, selling or recommending such Notes (a “distributor”) should take into consideration the Manufacturers’ target market assessment; however, a distributor subject to MiFID II is responsible for undertaking its own target market assessment in respect of such Notes (by either adopting or refining the Manufacturers’ target market assessment) and determining appropriate distribution channels.
Prohibition of Sales to EEA Retail Investors. The Notes are not intended to be offered, sold or otherwise made available to and should not be offered, sold or otherwise made available to any retail investor in the EEA. For these purposes, a “retail investor” means a person who is one (or more) of the following: (a) a “retail client” as defined in point (11) of Article 4(1) of MiFID II; (b) a customer within the meaning of Directive (EU) 2016/97 (as amended, the “Insurance Distribution Directive”), where that customer would not qualify as a professional client as defined in point (10) of Article 4(1) of MiFID II; or (c) not a “qualified investor” as defined in Regulation (EU) 2017/1129 (as amended, the “Prospectus Regulation”). Consequently no key information document required by Regulation (EU) No 1286/2014 (as amended, the “PRIIPs Regulation”) for offering or selling the Notes or otherwise making them available to retail investors in the EEA has been prepared and therefore offering or selling the Notes or otherwise making them available to any retail investor in the EEA may be unlawful under the PRIIPs Regulation.
UK MiFIR product governance / Professional investors and ECPs only target market. Solely for the purposes of the product approval process of any Initial Purchaser that considers itself as a manufacturer pursuant to the FCA Handbook Product Intervention and Product Governance Sourcebook (the “UK MiFIR Product Governance Rules”) (each a “UK Manufacturer” and, together, the “UK Manufacturers”), the target market assessment in respect of the Notes has led to the conclusion that: (i) the target market for such Notes is only eligible counterparties, as defined in the FCA Handbook Conduct of Business Sourcebook (“COBS”), and professional clients, as defined in Regulation (EU) No 600/2014 as it forms part of United Kingdom domestic law by virtue of the European Union (Withdrawal) Act 2018 (“EUWA”) (“UK MiFIR”); and (ii) all channels for distribution of such Notes to eligible counterparties and professional clients are appropriate. Any person subsequently offering, selling or recommending such Notes (a “UK distributor”) should take into consideration the UK Manufacturers’ target market assessment; however, a UK distributor subject to the UK MiFIR Product Governance Rules is responsible for undertaking its own target market assessment in respect of such Notes (by either adopting or refining the UK Manufacturers’ target market assessment) and determining appropriate distribution channels.
Prohibition of Sales to UK Retail Investors. The Notes are not intended to be offered, sold or otherwise made available to and should not be offered, sold or otherwise made available to any retail investor in the United Kingdom. For these purposes, a “retail investor” means a person who is one (or more) of: (i) a retail client, as defined in point (8) of Article 2 of Regulation (EU) No 2017/565 as it forms part of domestic law by virtue of the EUWA; (ii) a customer within the meaning of the provisions of the FSMA and any rules or regulations made under the FSMA to implement the Insurance Distribution Directive, where that customer would not qualify as a professional client, as defined in point (8) of Article 2(1) of Regulation (EU) No 600/2014 as it forms part of domestic law by virtue of the EUWA; or (iii) not a qualified investor as defined in Article 2 of the Prospectus Regulation as it forms part of United Kingdom domestic law by virtue of the EUWA (the “UK Prospectus Regulation”). Consequently, no key information document required by the PRIIPs Regulation as it forms part of United Kingdom domestic law by virtue of the EUWA (the “UK PRIIPs Regulation”) for offering, selling or distributing the Notes or otherwise making such Notes available to retail investors in the United Kingdom has been prepared and therefore offering, selling or distributing the Notes or otherwise making such Notes available to any retail investor in the United Kingdom may be unlawful under the UK PRIIPs Regulation.
This announcement may contain forward-looking statements that involve substantial risks and uncertainties. All statements other than statements of historical facts included in this release including, without limitation, statements regarding Kantar’s future financial position, risks and uncertainties related to its business, strategy, capital expenditures, projected costs and Kantar’s plans and objectives for future operations, may be deemed to be forward-looking statements. Words such as “believe,” “expect,” “anticipate,” “may,” “assume,” “plan,” “intend,” “will,” “should,” “estimate,” “risk,” and similar expressions or the negatives of these expressions are intended to identify forward-looking statements. By their nature, forward-looking statements involve known and unknown risks and uncertainties because they relate to events and depend on circumstances that may or may not occur in the future. Forward-looking statements are not guarantees of future performance. You should not place undue reliance on these forward-looking statements. Kantar does not assume any obligation to update any forward-looking statements, whether as a result of new information, future events or otherwise.
Kantar Global Holdings S.à r.l. (the “Company” and, together with its subsidiaries, “Kantar”) hereby announces that its indirect wholly-owned subsidiaries Summer (BC) Holdco B S.à r.l. (the “Euro Notes Issuer”) and Summer (BC) Bidco B LLC (the “Dollar Notes Issuer”) have launched a combined offering (the “Offering”) of:
a) (i) euro-denominated senior secured fixed rate notes; and (ii) euro-denominated senior secured floating rate notes (together, the “Euro Notes”) to be issued by the Euro Notes Issuer; and
b) U.S. Dollar-denominated senior secured fixed rate notes (the “Dollar Notes” and, together with the Euro Notes, the “Notes”) to be issued by the Dollar Notes Issuer.
On 30 January 2025, Kantar announced the marketing of an additional senior USD Term Loan B (the “Additional USD Term Loan Facility”).
The Notes and the Additional USD Term Loan Facility will have the benefit of the same guarantor and collateral package as Kantar’s existing Senior Facilities.
Kantar intends to use the proceeds from the Offering and the Additional USD Term Loan Facility (i) to fund (a) the redemption of all outstanding €1,000.0 million 5.750% Senior Secured Notes due 2026 issued by the Euro Notes Issuer and all outstanding $425.0 million 5.500% Senior Secured Notes due 2026 issued by the Dollar Notes Issuer (together, the “Existing Notes”); and (b) the prepayment of $98.6 million in principal amount and all other amounts outstanding under the Original Facility (USD); (ii) to fund the partial prepayment of amounts drawn under the Revolving Credit Facilities; (iii) for general corporate purposes; and (v) to pay certain fees and expenses in connection with the above transactions.
The final terms and conditions of the Notes, which will be determined upon completion of the bookbuilding process, will be disclosed by Kantar as soon as available. There is no assurance that the Offering will be completed or, if completed, as to the terms on which it will be completed.
Cautionary Statement
The Offering is being made by means of an offering memorandum. This announcement does not constitute an offer to sell or the solicitation of an offer to buy the Notes or any other security and shall 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 Notes and the related guarantees have not been, and will not be, registered under the U.S. Securities Act of 1933, as amended (the “Securities Act”) or the securities laws of any state or other jurisdiction of the United States, and may not be offered or sold within the United States, except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and applicable state or local securities laws. Accordingly, the Notes and the related guarantees are being offered and sold in the United States only to qualified institutional buyers in accordance with Rule 144A under the Securities Act and in “offshore transactions” outside the United States in accordance with Regulation S under the Securities Act.
Promotion of the Notes in the United Kingdom is restricted by the Financial Services and Markets Act 2000, as amended (the “FSMA”), and accordingly, the Notes are not being promoted to the general public in the United Kingdom. This announcement is only addressed to and directed at persons who (i) are outside the United Kingdom, (ii) have professional experience in matters relating to investments (being investment professionals falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended (the “Financial Promotion Order”)), (iii) fall within Article 49(2)(a) to (d) (“high net worth companies, unincorporated associations, etc.”) of the Financial Promotion Order, or (iv) to the extent that doing so does not prejudice the lawful distribution of the announcement to the foregoing, are persons to whom an invitation or inducement to engage in investment activity (within the meaning of section 21 of the FSMA) in connection with the issue or sale of any Notes may otherwise lawfully be communicated or caused to be communicated (all such persons together being referred to as “relevant persons”). The Notes will only be available to relevant persons and this announcement must not be acted on or relied on by anyone who is not a relevant person.
This announcement does not constitute a notice of redemption in respect of any securities. Holders of the Existing Notes are therefore urged to refer to the relevant notice of conditional full redemption (once available) for more information regarding the redemption price, record date and redemption date.
MiFID II product governance—Professional investors and ECPs only target market. Solely for the purposes of the product approval process of any initial purchaser of the Notes (each, an “Initial Purchaser”) that considers itself as a manufacturer pursuant to Directive 2014/65/EU (as amended, “MiFID II”) (each a “Manufacturer” and, together, the “Manufacturers”), the target market assessment in respect of the Notes has led to the conclusion that: (i) the target market for such Notes is only eligible counterparties and professional clients, each as defined in MiFID II; and (ii) all channels for distribution of such Notes to eligible counterparties and professional clients are appropriate. Any person subsequently offering, selling or recommending such Notes (a “distributor”) should take into consideration the Manufacturers’ target market assessment; however, a distributor subject to MiFID II is responsible for undertaking its own target market assessment in respect of such Notes (by either adopting or refining the Manufacturers’ target market assessment) and determining appropriate distribution channels.
Prohibition of Sales to EEA Retail Investors. The Notes are not intended to be offered, sold or otherwise made available to and should not be offered, sold or otherwise made available to any retail investor in the EEA. For these purposes, a “retail investor” means a person who is one (or more) of the following: (a) a “retail client” as defined in point (11) of Article 4(1) of MiFID II; (b) a customer within the meaning of Directive (EU) 2016/97 (as amended, the “Insurance Distribution Directive”), where that customer would not qualify as a professional client as defined in point (10) of Article 4(1) of MiFID II; or (c) not a “qualified investor” as defined in Regulation (EU) 2017/1129 (as amended, the “Prospectus Regulation”). Consequently no key information document required by Regulation (EU) No 1286/2014 (as amended, the “PRIIPs Regulation”) for offering or selling the Notes or otherwise making them available to retail investors in the EEA has been prepared and therefore offering or selling the Notes or otherwise making them available to any retail investor in the EEA may be unlawful under the PRIIPs Regulation.
UK MiFIR product governance / Professional investors and ECPs only target market. Solely for the purposes of the product approval process of any Initial Purchaser that considers itself as a manufacturer pursuant to the FCA Handbook Product Intervention and Product Governance Sourcebook (the “UK MiFIR Product Governance Rules”) (each a “UK Manufacturer” and, together, the “UK Manufacturers”), the target market assessment in respect of the Notes has led to the conclusion that: (i) the target market for such Notes is only eligible counterparties, as defined in the FCA Handbook Conduct of Business Sourcebook (“COBS”), and professional clients, as defined in Regulation (EU) No 600/2014 as it forms part of United Kingdom domestic law by virtue of the European Union (Withdrawal) Act 2018 (“EUWA”) (“UK MiFIR”); and (ii) all channels for distribution of such Notes to eligible counterparties and professional clients are appropriate. Any person subsequently offering, selling or recommending such Notes (a “UK distributor”) should take into consideration the UK Manufacturers’ target market assessment; however, a UK distributor subject to the UK MiFIR Product Governance Rules is responsible for undertaking its own target market assessment in respect of such Notes (by either adopting or refining the UK Manufacturers’ target market assessment) and determining appropriate distribution channels.
Prohibition of Sales to UK Retail Investors. The Notes are not intended to be offered, sold or otherwise made available to and should not be offered, sold or otherwise made available to any retail investor in the United Kingdom. For these purposes, a “retail investor” means a person who is one (or more) of: (i) a retail client, as defined in point (8) of Article 2 of Regulation (EU) No 2017/565 as it forms part of domestic law by virtue of the EUWA; (ii) a customer within the meaning of the provisions of the FSMA and any rules or regulations made under the FSMA to implement the Insurance Distribution Directive, where that customer would not qualify as a professional client, as defined in point (8) of Article 2(1) of Regulation (EU) No 600/2014 as it forms part of domestic law by virtue of the EUWA; or (iii) not a qualified investor as defined in Article 2 of the Prospectus Regulation as it forms part of United Kingdom domestic law by virtue of the EUWA (the “UK Prospectus Regulation”). Consequently, no key information document required by the PRIIPs Regulation as it forms part of United Kingdom domestic law by virtue of the EUWA (the “UK PRIIPs Regulation”) for offering, selling or distributing the Notes or otherwise making such Notes available to retail investors in the United Kingdom has been prepared and therefore offering, selling or distributing the Notes or otherwise making such Notes available to any retail investor in the United Kingdom may be unlawful under the UK PRIIPs Regulation.
This announcement may contain forward-looking statements that involve substantial risks and uncertainties. All statements other than statements of historical facts included in this release including, without limitation, statements regarding Kantar’s future financial position, risks and uncertainties related to its business, strategy, capital expenditures, projected costs and Kantar’s plans and objectives for future operations, may be deemed to be forward-looking statements. Words such as “believe,” “expect,” “anticipate,” “may,” “assume,” “plan,” “intend,” “will,” “should,” “estimate,” “risk,” and similar expressions or the negatives of these expressions are intended to identify forward-looking statements. By their nature, forward-looking statements involve known and unknown risks and uncertainties because they relate to events and depend on circumstances that may or may not occur in the future. Forward-looking statements are not guarantees of future performance. You should not place undue reliance on these forward-looking statements. Kantar does not assume any obligation to update any forward-looking statements, whether as a result of new information, future events or otherwise.