Press releases

2010-06-21Europcar launches €250 million of senior secured notes offering

Europcar Announces the Launch of €250 million      

Senior Secured Notes Offering as Part of the Refinancing of its Existing Senior Asset Financing Loan

Europcar announced today that EC Finance plc, an unaffiliated special purpose financing company, intends to pursue an offering of senior secured notes due 2017 in an aggregate principal amount of €250 million in the international capital markets (the “Notes”).  Upon the successful completion of the offering of the Notes, Europcar intends to refinance the remainder of its existing senior asset financing loan, scheduled to mature in May 2011, through a new €1.3 billion senior asset revolving facility which may be increased up to a maximum amount of €1.7 billion upon the accession of new lenders (the “New Senior Asset Revolving Facility” and together with the offering of the Notes, the “Refinancing”).
Through the Refinancing, Europcar seeks to further diversify and extend maturities of its fleet financing structure.

 

About the new Senior Secured Notes

The Notes will benefit from a guarantee by Europcar International, S.A.S.U., the holding company for the operating companies of Europcar. In addition, the Notes will benefit from first priority liens on certain of the same fleet assets (subject to subordination agreement) as the lenders under the New Senior Asset Revolving Facility.

The Notes will be offered exclusively to institutional investors and are expected to be listed on the Luxembourg Stock Exchange (Euro MTF).
The Notes are expected to be rated by Moody’s and Standard & Poor’s, with announcements expected to be released shortly.
The proceeds of the offering of the Notes will be deposited into a segregated escrow account until certain conditions precedent with respect to the Refinancing are satisfied.

 

 

 

About the New Senior Asset Revolving Facility

Concurrently with the offering of the Notes, Europcar is seeking to implement a broader refinancing of its existing senior asset financing loan, which was put in placein 2006 to finance its rental fleet in France, Germany, Italy and Spain.
Europcar International S.A.S.U. has entered into a commitment letter and term sheet with Crédit Agricole Corporate and Investment Bank, Deutsche Bank AG, Société Générale, BNP Paribas and The Royal Bank of Scotland setting the structure and terms of the new Senior Asset Revolving Facility, pursuant to which these banks have committed to provide asset-backed funding in an aggregate amount of €1.3 billion, which may be increased up to a maximum amount of €1.7 billion upon the accession of new lenders, subject to final documentation. The New Senior Asset Revolving Facility will have a four-year maturity, subject to certain limitations.

 

 

 

Disclaimer

No communication and no information in respect of the offering by EC Finance plc of bonds convertible into and/or exchangeable for new or existing shares (the “Bonds”) may be distributed to the public in any jurisdiction where registration or approval is required. No steps have been or will be taken in any jurisdiction where such steps would be required. The offering or subscription of the Bonds may be subject to specific legal or regulatory restrictions in certain jurisdictions. Europcar takes no responsibility for any violation of any such restrictions by any person.
This announcement is an advertisement and not a prospectus within the meaning of Directive 2003/71/EC of the European Parliament and the Council of November 4th, 2003 (as implemented in each member State of the European Economic Area, the “Prospectus Directive”).
This announcement does not, and shall not, in any circumstances constitute a public offering nor an invitation to the public in connection with any offer.
The offer and sale of Bonds in France will be made only to institutional investors by way of private placement. There will not be any public offering in France, and any document relating to any offer or sale in France will only be distributed to (i) providers of investment services relating to portfolio management for the account of third parties (personnes fournissant le service d'investissement de gestion de portefeuille pour compte de tiers) and/or (ii) qualified investors (investisseurs qualifiés) acting for their own account and/or (iii) certain other limited offerees, all as defined in, and in accordance with, articles L.411-1, L.411-2 and D.411-1 to D.411-3 of the French Code monétaire et financier.

With respect to the member States of the European Economic Area, other than France, which have implemented the Prospectus Directive (each, a “relevant member State”), no action has been undertaken or will be undertaken to make an offer to the public of the Bonds requiring a publication of a prospectus in any relevant member State. As a result, the Bonds may only be offered in relevant member States:
(a)    to legal entities which are authorised or regulated to operate in the financial markets or, if not so authorised or regulated, whose corporate purpose is solely to place securities;
(b)    to any legal entity which has two or more of the following criteria: (1) an average of at least 250 employees during the last financial year; (2) a total balance sheet of more than € 43 million; and (3) an annual net turnover of more than € 50 million, as per its last annual or consolidated accounts;
(c)    in any other circumstances, not requiring the issuer to publish a prospectus as provided under article 3(2) of the prospectus directive.

This press release is directed only at persons who (i) are located outside the United Kingdom, (ii) have professional experience in matters relating to investments and fall within Article 19(5) (“investment professionals”) of the Financial Services and Markets Act 2000 (Financial Promotions) Order 2005, (III) are persons falling within Article 49(2)(a) to (d) (“high net worth companies, unincorporated associations etc”) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 or (iv) are persons to whom this communication may otherwise lawfully be communicated (all such persons together being referred to as “Relevant Persons”).  The securities are directed only at Relevant Persons and no invitation, offer or agreements to subscribe, purchase or otherwise acquire securities may be proposed or made other than with Relevant Persons. Any person other than a Relevant Person may not act or rely on this document or any provision thereof. Persons distributing this document must satisfy themselves that it is lawful to do so.

This press release is not a prospectus which has been approved by the Financial Services Authority or any other United Kingdom regulatory authority for the purposes of Section 85 of the Financial Services and Markets Act 2000.
This press release shall not constitute an offer to sell or the solicitation of an offer to buy securities. There will not be any sale of these securities in any such state or country in which such, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any state or country.

The securities referred to herein have not been and will not be registered under the U.S. Securities Act of 1933 (the “U.S. Securities Act”) and may not be offered and sold in the United States absent registration or an applicable exemption from the registration requirements of the Securities Act.

This press release may include projections and other “forward-looking” statements within the meaning of applicable securities laws. Any such projections or statements reflect the current views of Europcar Groupe S.A. about further events and financial performance.  No assurances can be given that such events or performance will occur as project and actual results may differe materially from these projections.

Any investor purchasing the Bonds in this offering is exclusively responsible for ensuring that any offer or resale of the Bonds it purchased in this offering occurs in compliance with applicable laws and regulations.

 

 

 

 

 

 

About Europcar

 

Europcar is the European leader in passenger car and light utility vehicle rentals. The company serves business and leisure customers throughout Europe, Africa, the Middle East, Latin America and Asia-Pacific. Excluding franchise operations, in 2009 Europcar signed      9.5 million rental contracts, with 7,000 employees and a fleet exceeding 190,000 vehicles. In September 2008, Europcar and U.S. market leader Enterprise Holdings joined forces in a strategic commercial alliance to form the world’s largest car rental network, with more than   1.2 million vehicles and 13,000 locations around the world. Europcar is owned by the French investment company Eurazeo.

 

Europcar is the European market leader and is also leading in its environmental approach to car rental. It opened its first “environmental agency” in Paris in 1999, and in 2008 it was the first company in Europe to have its “Environmental Charter” – which formalizes its commitments in favor of sustainable development -- certified by Bureau Veritas.

 

For more information: www.europcar.com/corporate

 

 

Media Contacts for More Information:

 

Jean-Christophe Marteaux / Karin Weibel
Europcar International - Corporate Communications
Tel.: +33 (0)1 30 44 92 83
jean-christophe.marteaux@europcar.com / karin.weibel@europcar.com

 

Ingrid de Valbray / Helene Coulbault / Lorie Lichtlen
Burson-Marsteller Paris
Tel. +33 (0)1 41 86 76 76
ingrid.de-valbray@bm.com / helene.coulbault@bm.com / lorie.lichtlen@bm.com

 

 

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