Jaguar Land Rover Automotive plc
Announces Solicitations of Consents relating to the
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$500,000,000 5.625% Senior Notes due 2023 Regulation S Notes: CUSIP G50027AE4 Rule 144A Notes: CUSIP 47010BAA2 ISIN US47010BAA26 |
$700,000,000 4.125% Senior Notes due 2018 Regulation S Notes: CUSIP G5002FAA4 Rule 144A Notes: CUSIP 47010BAB0 ISIN US47010BAB09 |
£400,000,000 5.000% Senior Notes due 2022 Regulation S Notes: Common Code 102586611 Rule 144A Notes: Common Code 102586930 ISIN XS1025869303 |
Jaguar Land Rover Automotive plc (the “Company”), the parent company of the Jaguar Land Rover group of companies and a subsidiary of Tata Motors Limited, announces today that it is soliciting (i) consents (the “2023 Consents”) from Holders (as defined in the consent solicitation statement dated March 2, 2017, (the “Consent Solicitation Statement”)) of the outstanding $500,000,000 5.625% Senior Notes due 2023 (the “2023 Notes”) issued by the Company to certain proposed amendments (the “2023 Notes Proposed Amendments”) of certain provisions of the indenture dated January 28, 2013 (the “2023 Indenture”) under which the 2023 Notes were issued (the “2023 Solicitation”), (ii) consents (the “2018 Consents”) from Holders of the outstanding $700,000,000 4.125% Senior Notes due 2018 (the “2018 Notes”) issued by the Company to certain proposed amendments (the “2018 Notes Proposed Amendments”) of certain provisions of the indenture dated December 17, 2013 (the “2018 Indenture”) under which the 2018 Notes were issued (the “2018 Solicitation”) and (iii) consents (the “2022 Consents” and, together with the 2023 Consents and the 2018 Consents, the “Consents”) from Holders of the outstanding £400,000,000 5.000% Senior Notes due 2022 (the “2022 Notes” and, together with the 2023 Notes and the 2018 Notes, the “Notes”) issued by the Company to certain proposed amendments (the “2022 Notes Proposed Amendments” and, together with the 2023 Notes Proposed Amendments and the 2018 Notes Proposed Amendments, the “Proposed Amendments”) of certain provisions of the indenture dated January 31, 2014 (the “2022 Indenture” and, together with the 2023 Indenture and the 2018 Indenture, the “Indentures”) under which the 2022 Notes were issued (the “2022 Solicitation” and, together with the 2023 Solicitation and the 2018 Solicitation, the “Solicitations”).
The Solicitations begin on March 2, 2017 and will expire at 5:00 p.m., New York time, on March 9, 2017 (such date and time, as it may be extended, with respect to a series of Notes in the Solicitations, the “Expiration Time”).
The consideration for each $1,000 principal amount of 2023 Notes for which a 2023 Consent is validly delivered at or prior to the Expiration Time and not validly revoked prior to the relevant Revocation Deadline will be $2.50, and will be payable by or on behalf of the Company on the Settlement Date (as defined below) (the “2023 Notes Consent Payment”), if the Requisite Consents (as defined below) are obtained. The consideration for each $1,000 principal amount of 2018 Notes for which a 2018 Consent is validly delivered at or prior to the Expiration Time and not validly revoked prior to the relevant Revocation Deadline will be $2.50, and will be payable by or on behalf of the Company on the Settlement Date (as defined below) (the “2018 Notes Consent Payment”), if the Requisite Consents (as defined below) are obtained. The consideration for each £1,000 principal amount of 2022 Notes for which a 2022 Notes Consent is validly delivered at or prior to the Expiration Time and not validly revoked prior to the relevant Revocation Deadline will be £2.50, and will be payable by or on behalf of the Company on the Settlement Date (the “2022 Notes Consent Payment” and, collectively with the 2023 Notes Consent Payment and the 2018 Notes Consent Payment, the “Consent Payment”), if the Requisite Consents (as defined below) are obtained.
Holders may not receive their Consent Payment unless their Consent is validly delivered by the Expiration Time and not validly revoked at or prior to the relevant Revocation Deadline.
The Solicitations are being made on the terms and are subject to the conditions set forth in the Consent Solicitation Statement. The Company expressly reserves the right, in its sole discretion, at any time to (i) terminate the Solicitation in respect of any series of Notes, (ii) extend the Expiration Time in respect of any series of Notes or (iii) amend the terms of the Solicitation in respect of any series of Notes in any manner. The Company reserves the right to waive any defects, irregularities or delays in connection with deliveries of consents.
The principal purpose of the Solicitations is to obtain the Requisite Consents (as defined below) to the Proposed Amendments in order to substantially conform the 2023 Indenture, the 2018 Indenture and the 2022 Indenture with the terms of the Issuer’s (i) £300,000,000 2.750% Senior Notes due 2021 and the related indenture (the “January 2017 Sterling Indenture”), (ii) €650,000,000 2.200% Senior Notes due 2024 and the related indenture (the “January 2017 Euro Indenture”), (iii) $500,000,000 3.500% Senior Notes due 2020 and the related indenture (the “March 2015 Indenture”), (iv) £400,000,000 3.875% Senior Notes due 2023 and the related indenture (the “February 2015 Indenture”) and (v) $500,000,000 4.250% Senior Notes due 2019 and the related indenture (the “2014 Indenture” and, the January 2017 Sterling Indenture, the January 2017 Euro Indenture, the March 2015 Indenture and the February 2015 Indenture, the “Reference Indentures”). The Proposed Amendments, if they become operative, would reduce administrative complexity and simplify compliance and governance by making the Issuer’s obligations across the Indentures and Reference Indentures more uniform and providing the Issuer with similar operational and financial flexibility as provided for in the Reference Indentures. Holders should review the Consent Solicitation Statement for a description of the Proposed Amendments. Adoption under each Indenture of the Proposed Amendments requires the Consent of the Holders of a majority in aggregate principal amount of the relevant series of Notes then outstanding under each Indenture (the “Requisite Consents”).
Each of the 2023 Notes, the 2018 Notes and the 2022 Notes is a separate series of Notes and each of the 2023 Solicitation, the 2018 Solicitation and 2022 Solicitation are separate solicitations; however, the Proposed Amendments will not become effective and subsequently operative if Requisite Consents are not received for all Indentures (the “General Condition”), unless the Issuer, at its absolute discretion, waives this condition. Any Consent received with respect to an Indenture where the Consents of the holders of a majority of the then outstanding Notes under such Indenture are not obtained by the Expiration Time will automatically terminate and not be effective and no Consent Payments will be made with respect to any Notes under that Indenture or (unless the Issuer, at its absolute discretion, waives the General Condition) any of the Indentures. Consents for any series of Notes may be revoked by Holders at any time prior to the relevant Revocation Deadline, as described herein, and will automatically expire if the Requisite Consents are not obtained at or prior to the Expiration Time. From and after the relevant Effective Time, assuming the Company receives the Requisite Consents with respect to an Indenture and pays the relevant Consent Payment on the Settlement Date, each present and future holder of Notes issued under such Indenture will be bound by the Proposed Amendments, whether or not such Holder delivered a Consent.
Holders should take note of the following dates in connection with the Solicitations.
The following summary of indicative key dates is qualified in its entirety by the more detailed information appearing in the Consent Solicitation Statement and assumes that dates or times are not extended, amended or terminated by the Company in accordance with the terms described therein. Capitalized terms have the meanings assigned to them in the Consent Solicitation Statement.
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Event Name |
Timing |
Description |
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Solicitation Launch Date |
March 2, 2017. |
Commencement of the Solicitations upon the terms and subject to the conditions set forth in this Consent Solicitation Statement. |
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Expiration Time |
5:00 p.m., New York time, on March 9, 2017, unless extended by the Issuer in its sole discretion. |
For each series of Notes, the time prior to which Holders of such series of Notes must validly deliver Consents to the Proposed Amendments in order to be eligible to receive the relevant Consent Payment. |
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Revocation Deadline |
The Effective Time in respect of each series of Notes. |
The deadline for Holders to revoke their relevant Consents. |
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Effective Time |
The date on which the relevant Supplemental Indenture is executed in respect of such series of Notes. |
It is currently the Issuer’s intention to enter into the relevant Supplemental Indentures (in the form attached as Annex A, B or C in the Consent Solicitation Statement, as applicable) only if the General Condition is satisfied, provided that the Issuer may waive this General Condition at its absolute discretion. The Proposed Amendments to the relevant Indenture will not become operative until the relevant Consent Payment is made on the Settlement Date. |
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Announcement of Solicitation Results |
As soon as practicable after the earlier of the Effective Time or the Expiration Time with respect to all series of Notes. |
The date on which the results of the Solicitations for all series of Notes are announced by the Issuer to the Holders of all series of Notes via the Clearing Systems (as defined the Consent Solicitation Statement). |
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Settlement Date |
The third business day after the Expiration Time, expected to be March 14, 2017, provided that the following conditions have been satisfied: (i) the Requisite Consents with respect to all series of Notes (or the relevant series of Notes, if the Issuer has waived the General Condition) are received; (ii) each Supplemental Indenture (or the relevant Supplemental Indenture(s), if the Issuer has waived the General Condition) has been executed; (iii) the relevant Consent Payment is paid to Holders of Notes issued under the relevant Indenture who validly delivered Consents at or prior to the Expiration Time and did not validly revoke such Consents prior to the relevant Revocation Deadline, as determined by the Issuer in its sole discretion; and (iv) there are no laws, regulations, injunctions or actions or other proceedings, pending or threatened, which, in the case of any action or proceeding if adversely determined, would make unlawful or invalid or enjoin the implementation of the Proposed Amendments or the payment of the relevant Consent Payment. |
The date on which the Proposed Amendments for which the Requisite Consents have been received will become operative and the relevant Consent Payment will be paid to Holders of Notes issued under the relevant Indenture who validly delivered Consents at or prior to the Expiration Time and did not validly revoke such Consents prior to the relevant Revocation Deadline, as determined by the Issuer in its sole discretion. |
Merrill Lynch International is acting as lead solicitation agent in respect of the 2023 Solicitation and the 2018 Solicitation and Deutsche Bank AG, London Branch is acting as lead solicitation agent in respect of the 2022 Solicitation (the “Solicitation Agents”). Lucid Issuer Services Limited is acting as information and tabulation agent (the “Information and Tabulation Agent”).
None of the Company, the Solicitation Agents, the Information and Tabulation Agent, the Trustees or any of their respective directors, officers, employees, agents or affiliates makes any recommendation as to whether a Holder of the Notes should consent to the Proposed Amendments and none of the Company or its board of directors has authorized any person to make any such statement. Holders of the Notes are urged to evaluate carefully all information included in the Consent Solicitation Statement, consult with their own legal, investment and tax advisors and make their own decision whether to deliver their consent to the Proposed Amendments pursuant to the Solicitations.
If the Requisite Consents in respect of any series of Notes are obtained, the Company and the relevant Guarantors intend to execute a Supplemental Indenture to each of the Indentures with the relevant Trustee providing for the Proposed Amendments. Although the Supplemental Indentures will be effective upon their execution and delivery, the Proposed Amendments to the Indentures will not become operative until the Settlement Date. Recipients of the Consent Solicitation Statement and the accompanying materials should not construe their contents as legal, business or tax advice.
Holders who wish to provide a Consent and whose Notes are held in the name of a broker, dealer, commercial bank, trust company or other nominee institution must contact such nominee promptly and instruct such nominee, to consent in accordance with the customary procedures of the Clearing Systems, on behalf of the Holder. The deadlines set by any such custodial entity and the Clearing Systems for the submission of consents to the Proposed Amendments may be earlier than the deadlines specified in the Consent Solicitation Statement.
Without limiting the manner in which the Company may choose to notify Holders and the relevant Trustee of any extension, amendment or termination of any Solicitation, the Company will not have any obligation to publish, advertise, or otherwise communicate such public announcement, other than by complying with any applicable notice provisions of the Indentures.
The complete terms and conditions of the Solicitations are described in the Consent Solicitation Statement.
THE COMPANY
Jaguar Land Rover Automotive plc
Abbey Road
Whitley
Coventry
CV35 4LF
United Kingdom
The Information and Tabulation Agent for the Consent Solicitation is:
LUCID ISSUER SERVICES LIMITED
Tankerton Works
12 Argyle Walk
London WC1H 8HA
England
United Kingdom
Attn: Thomas Choquet
Confirmation by Telephone: +44 20 7704 0880
Email: jaguarlandrover@lucid‑is.com
The Solicitation Agents
Lead Solicitation Agent for the 2023 Notes and 2018 Notes
Merrill Lynch International
2 King Edward Street
London EC1A 1HQ
United Kingdom
Attn: Liability Management Group
Email: DG.LM_EMEA@BAML.COM
Phone (collect): (980) 388‑3646
Phone (toll‑free): (888) 292‑0070
Phone (London): +44 207 996 5420
Lead Solicitation Agent for the 2022 Notes
Deutsche Bank AG, London Branch
Winchester House
1 Great Winchester Street
London EC2N 2DB
United Kingdom
Attn: Liability Management Group
Email: liability.management@db.com
Phone: +44 20 7545 8011
This announcement constitutes a public disclosure of inside information by Jaguar Land Rover Automotive plc under Regulation (EU) 596/2014 (16 April 2014).
None of the Company, the Solicitation Agents, the Information and Tabulation Agent or the Trustee, or any of their respective directors, employees or affiliates, makes any recommendation as to whether Holders, Direct Participants or beneficial owners should deliver their Consents. This announcement is not an offer to purchase any Notes or a solicitation of an offer to sell any Notes. The Solicitation is being made solely by means of the Consent Solicitation Statement.
Disclaimer
This announcement is not an offer to purchase, a solicitation of an offer to purchase or a solicitation of consents with respect to any securities. This announcement does not describe all the material terms of the Consent Solicitation and no decision should be made by any Holder on the basis of this announcement. The complete terms and conditions of the Solicitations are described in the Consent Solicitation Statement. This announcement must be read in conjunction with the Consent Solicitation Statement. The Consent Solicitation Statement contains important information which should be read carefully before any decision is made with respect to the Solicitations. If any Holder is in any doubt as to the contents of this announcement, or the Consent Solicitation Statement, or the action it should take, it is recommended to seek its own financial and legal advice, including in respect of any tax consequences, immediately from its stockbroker, bank manager, solicitor, accountant or other independent financial, tax or legal adviser. Any individual or company whose Notes are held on its behalf by a broker, dealer, bank, custodian, trust company or other nominee must contact such entity if it wishes to deliver Consents pursuant to the Consent Solicitation.