LEGAL ADVISORS TO THE INITIAL PURCHASERS
as to U.S. law
Cleary Gottlieb Steen & Hamilton LLP
City Place House
55 Basinghall Street
London EC2V 5EH
United Kingdom
NWR 2021 letzte Seite
Sonntag, 11. Mai 2014
By accepting a Note the relevant holder thereof shall be deemed to have agreed to and accepted the terms and conditions of the Intercreditor Agreement // S 154/5 Prospectus NWR 2018 // bei besicherten Bonds ist allerhöchste Aufmerksamkeit auf eventuelle Intercreditor Agreements zu verwenden !!!
Intercreditor agreement
To establish the relative rights of certain creditors under the financing arrangements, at or before the issuance of the
Notes, the Issuer, OKD, OKK and NWR KARBONIA will enter into an intercreditor agreement (the “Intercreditor
Agreement”) with, amongst others, Deutsche Trustee Company Limited, as Trustee for the Notes and trustee for the Existing
Notes and Citibank N.A., London branch as Security Agent.
The Intercreditor Agreement sets out:
• the relative ranking of certain current and future indebtedness permitted by the Indenture that has been or may
be incurred by the Issuer and its subsidiaries; such indebtedness may rank ahead of or pari passu to the Notes
and may be secured by the security over the same assets given as security to the Noteholders, subject to the
terms of the Intercreditor Agreement and any finance documentation then existing (including the Indenture and
the Existing Notes Indenture);
• the relevant ranking of certain security granted by the Issuer and its subsidiaries in respect of the indebtedness
referred to above, including the Existing Notes;
• when payments other than payments of the Existing Notes can be made in respect of that indebtedness
(including intra-group debt);
155
• when enforcement action can be taken in respect of that indebtedness or, in respect of the RCF, the Hedging
Agreements (each as defined below) or the Existing Notes, in respect of that security;
• the procedure of enforcement and the allocation of payments pursuant to an enforcement;
• the terms pursuant to which certain of that indebtedness will be subordinated upon the occurrence of certain
insolvency events;
• turnover provisions; and
• when security and guarantees will be released to permit a sale of an asset subject to security (whether as a result
of enforcement of the security or otherwise).
By accepting a Note the relevant holder thereof shall be deemed to have agreed to and accepted the terms and
conditions of the Intercreditor Agreement. The following description is a summary of certain provisions, among others, that
will be contained in the Intercreditor Agreement that relate to the rights and obligations of the holders of the Notes. It does
not restate the Intercreditor Agreement in its entirety nor does it describe all provisions relating to the rights and obligations
of holders of other classes of debt of the Issuer and it does not define rights (and restrictions on entitlement) of the holders of
the Notes.
To establish the relative rights of certain creditors under the financing arrangements, at or before the issuance of the
Notes, the Issuer, OKD, OKK and NWR KARBONIA will enter into an intercreditor agreement (the “Intercreditor
Agreement”) with, amongst others, Deutsche Trustee Company Limited, as Trustee for the Notes and trustee for the Existing
Notes and Citibank N.A., London branch as Security Agent.
The Intercreditor Agreement sets out:
• the relative ranking of certain current and future indebtedness permitted by the Indenture that has been or may
be incurred by the Issuer and its subsidiaries; such indebtedness may rank ahead of or pari passu to the Notes
and may be secured by the security over the same assets given as security to the Noteholders, subject to the
terms of the Intercreditor Agreement and any finance documentation then existing (including the Indenture and
the Existing Notes Indenture);
• the relevant ranking of certain security granted by the Issuer and its subsidiaries in respect of the indebtedness
referred to above, including the Existing Notes;
• when payments other than payments of the Existing Notes can be made in respect of that indebtedness
(including intra-group debt);
155
• when enforcement action can be taken in respect of that indebtedness or, in respect of the RCF, the Hedging
Agreements (each as defined below) or the Existing Notes, in respect of that security;
• the procedure of enforcement and the allocation of payments pursuant to an enforcement;
• the terms pursuant to which certain of that indebtedness will be subordinated upon the occurrence of certain
insolvency events;
• turnover provisions; and
• when security and guarantees will be released to permit a sale of an asset subject to security (whether as a result
of enforcement of the security or otherwise).
By accepting a Note the relevant holder thereof shall be deemed to have agreed to and accepted the terms and
conditions of the Intercreditor Agreement. The following description is a summary of certain provisions, among others, that
will be contained in the Intercreditor Agreement that relate to the rights and obligations of the holders of the Notes. It does
not restate the Intercreditor Agreement in its entirety nor does it describe all provisions relating to the rights and obligations
of holders of other classes of debt of the Issuer and it does not define rights (and restrictions on entitlement) of the holders of
the Notes.
boilerplate für Liebhaber von Bond-Details (690 S und 270 S)....
Übrigens sind an der Irish Stock Exchange das Offering Memorandum für die
€500,000,000 7.875% NWR Senior Secured Notes 2018 sowie für die
€275,000,000 7.875% NWR Senior Notes 2021 auch direkt abrufbar.
€500,000,000 7.875% NWR Senior Secured Notes 2018 sowie für die
€275,000,000 7.875% NWR Senior Notes 2021 auch direkt abrufbar.
New World Resources N.V. EO-Notes 2013(13/21) Reg.S Hinweis: Gehen Sie zur Trefferliste "XS0877986231",
New World Resources N.V. EO-Notes 2013(13/21) Reg.S
Hinweis: Gehen Sie zur Trefferliste "XS0877986231", wenn Sie einen anderen Wert suchen!
09.05.14 10:07:47 Uhr
16,00%
Liquidität: mittel
Rendite p. a.:
67,487%
67,487%
Rating:
--
--
New World Resources N.V. EO-Bonds 2010(10/18) Reg.S Hinweis: Gehen Sie zur Trefferliste "XS0504814509",
New World Resources N.V. EO-Bonds 2010(10/18) Reg.S
Hinweis: Gehen Sie zur Trefferliste "XS0504814509", wenn Sie einen anderen Wert suchen!
09.05.14 17:10:30 Uhr
60,50%
Liquidität: niedrig
Rendite p. a.:
25,191%
25,191%
Rating:
--
--
2018 Senior Secured Notes // da siehts mit der Besicherung schon deutlich besser aus als bei untenstehendem 2021er Bond
Debt Investors / 2018 Senior Secured Notes
Ranking
The Notes are senior secured obligations of New World Resources N.V. (the ‘Issuer’) and:
- rank equally in right of payment to all existing and any future senior debt of the Issuer including the 2015 Senior Notes (subject to the super-priority provisions described in the Indenture and mandatory statutory provisions);
- are effectively senior to the 2015 Senior Notes and all unsecured debt of the Issuer, to the extent of the value of the related collateral and subsidiary guarantees;
- are effectively junior to the EUR 100 million Revolving Credit Facility and hedging arrangements relating to such facility or the Notes;
- rank senior in right of payment to all existing and any future subordinated debt of the Issuer.
Guarantees
The Notes are fully and unconditionally guaranteed on a senior basis by OKD, OKK Koksovny and NWR KARBONIA (the ‘Subsidiary Guarantors’), each of which is a wholly-owned subsidiary of the Issuer
Security
The obligations of the Issuer under the Notes and the Indenture are secured by first-priority security interests in the share capital of the Subsidiary Guarantors.
Redemption
Prior to May 1, 2014, the Issuer may redeem some or all of the Notes by paying the make-whole premium specified in the Indenture.
At any time on or after May 1, 2014, the Issuer may redeem some or all of the Notes at the redemption prices specified in the Indenture.
Covenants
The Indenture governing the Notes limits the ability of the Issuer and its Restricted Subsidiaries (as defined in the Indenture), among other things, to:
- incur or guarantee additional debt;
- pay dividends and make other restricted payments or investments;
- create or permit the creation of certain liens;
- sell assets and capital stock otherwise than permitted under the Indenture;
- issue or sell capital stock of restricted subsidiaries;
- use the proceeds from sales or disposals of assets and capital stock of subsidiaries;
- create or permit restrictions on the ability of restricted subsidiaries to pay dividends or make other distributions to the Issuer;
- enter into certain transactions with affiliates;
- engage in certain business activities (including restricting the Issuer’s activities to generally acting as a holding company); and
- consolidate, merge or sell all or substantially all of their assets.
Change of control
Following a change of control, the Issuer will be required to offer to repurchase all of the Notes at a purchase price of 101% of their outstanding principal amount plus accrued and unpaid interest.
Important notice: Information set forth above is provided in summary form and is subject to more detailed terms and conditions of the Notes and the Indenture governing the Notes.der 2021er Bond // The Notes are senior unsecured obligations of New World Resources N.V. (the ‘Issuer’) and: // der Emittent ist wohl nur ein holländischer Mantel // Vorsicht....das sagt aber auch schon der Kurs der Anleihe....
Debt Investors / 2021 Senior Notes
Ranking
The Notes are senior unsecured obligations of New World Resources N.V. (the ‘Issuer’) and:
- rank equally in right of payment to all existing and any future senior debt of the Issuer;
- rank senior in right of payment to all existing and any future subordinated indebtedness of the Issuer;
- are effectively subordinated to all existing and future secured indebtedness of the Issuer, including the 2018 Notes, hedging arrangements and the Revolving Credit Facility, to the extent of the assets securing such indebtedness; and
- are structurally subordinated to all existing and any future indebtedness of any subsidiaries of the Issuer, including the guarantees issued by OKD, OKK and Karbonia for the benefit of holders of the 2018 Notes.
Guarantees
The Notes are not guaranteed.
Security
The Notes do not have the benefit of any collateral.
Redemption
Prior to January 15, 2017, the Issuer may redeem some or all of the Notes by paying the make-whole premium specified in the Indenture.
At any time on or after January 15, 2017, the Issuer may redeem some or all of the Notes at the redemption prices specified in the Indenture.
Covenants
The Indenture governing the Notes limits the ability of the Issuer and its restricted subsidiaries (as defined in the Indenture), among other things, to:
- incur or guarantee additional debt;
- pay dividends and make other restricted payments or investments;
- create or permit the creation of certain liens;
- issue or sell capital stock of restricted subsidiaries;
- use the proceeds from sales or disposals of assets and capital stock of subsidiaries;
- create or permit restrictions on the ability of restricted subsidiaries to pay dividends or make other distributions to the Issuer or its restricted subsidiaries;
- enter into certain transactions with affiliates;
- engage in certain business activities (including restricting the Issuer’s activities to generally acting as a holding company); and
- consolidate, merge or sell all or substantially all of the assets.
Change of control
Following a change of control, the Issuer will be required to offer to repurchase all of the Notes at a purchase price of 101% of their outstanding principal amount plus accrued and unpaid interest.
Important notice: Information set forth above is provided in summary form and is subject to more detailed terms and conditions of the Notes and the Indenture governing the Notes.
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