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.
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