SolarWorld AG reaches agreement with all debenture creditors in a further milestone of the restructuring18-06-13
SolarWorld AG (ISIN DE0005108401) has just reached an agreement with its debenture (Schuldschein) creditors and the holder of a secured loan on the implementation of the restructuring of its financial indebtedness. The supervisory board has already approved the agreement. The agreement is now subject only to reservations of corporate body consent on the part of two participating financial institutions; the management board assumes that this reservation will be resolved and that the agreement will become effective shortly. The plan contains the following key terms:
a) In the context of an extraordinary shareholders’ meeting intended to be held on 7 August 2013, in a first step, the share capital of SolarWorld AG should be reduced by way of a simplified capital reduction involving a consolidation of shares from its present 111,720,000 by the ratio 150:1 to 744,800 shares. Accordingly, the share capital should be reduced from the present EUR 111,720,000 by EUR 110,975,200 to EUR 744,800.
b) It is intended that subsequently, a capital increase by way of a contribution in kind in the amount of EUR 14,151,200 be undertaken (along with the issue of 14,151,200 new shares) subject to the exclusion of subscription rights of the shareholders. Upon implementing the capital increase by way of a contribution in kind, the (existing) shareholders will continue to hold 5 % of the Company. The contributions in kind are (i) the outstanding individual bonds of the 2010/2017 6.125 % bond with a total nominal amount of EUR 400 million (ISIN XS0478864225) (the “2017 Bond”), (ii) the outstanding individual bonds of the 2011/2016 6.375 % bond with a total nominal amount of EUR 150 million (ISIN XS0641270045) (the “2016 Bond”) - (both above-stated bonds are also collectively referred to as the “Bonds”) – as well as (iii) a portion in the amount of about 55 % of the outstanding debenture loans, as well as a portion in the amount of 40 % of the secured loan (these last partial claims to be contributed amount to a total of about EUR 213.9 million). The remaining claims under the debenture loans (about 45 %) and the secured loan (about 60 %) will continue to exist and are to be governed by a new loan agreement (referred to here as the “Loan Agreement”).
c) The Bonds should be reduced in the same scope as the debenture loans. However, in respect of the Bonds, for technical reasons, the entire bond claim is the subject of the contribution in kind. At the same time, the Company shall therefore issue two new bonds in the amount of about 45 % of the present bond nominal amount. Only the respective holders of the Bonds shall be permitted to subscribe for these; these should be listed for public trading. As a (commercial) result, the bondholders thereby likewise only contribute about 55 % of their claims. In the course of this, the bondholders should receive proceeds from the sale of shares to an investor and the present chairman of the management board (see (g) below).
d) The proposed resolutions for the bondholders’ meetings – required to take place in tandem – shall provide that each individual bond of the above-mentioned Bonds may be exchanged (without further consideration), namely for (i) a right to acquire the portion of the new shares in the Company attributed to it taking into account the sale of shares to the investor and the present chairman of the management board (see (g) below) and – in supplement – (ii) a right to acquire an individual bond of the Company from the respective new bond of the Company with a nominal value of EUR 451.73 for the 2017 Bond, and of EUR 439.39 for the 2016 Bond.
e) In the case of the intended sale of shares to the investor and the present chairman of the management board (see (g) below), this means that upon the full exercise of their respective acquisition rights, the bondholders of the 2010/2017 6.125 % Bond (ISIN XS0478864225 – 2017 Bond) with a nominal value of EUR 1,000.00 shall each receive an amount in the sum of EUR 53.52, as well as 6.77 (rounded) new shares of the Company and, in supplement, a respective new individual bond of the Company with the nominal amount of EUR 451.73. Upon the full exercise of their respective acquisition rights, in this case bondholders of the 2011/2016 6.375 % Bond (ISIN XS0641270045 – 2016 Bond) with a nominal value of EUR 1,000.00 should each receive an amount in the sum of EUR 57.84, as well as 7.31 new shares of the Company and, in supplement, a respective new individual bond of the Company with the nominal amount of EUR 439.39. Where individual bondholders do not exercise their acquisition rights, or exercise these only in part, a financial institution acting as a clearing office shall sell the new shares and new individual bonds that are not subscribed for over or off the market and shall disburse the net sales proceeds to the corresponding bondholders as a cash settlement amount.
The new individual bonds and the claims under the new Loan Agreement shall bear interest at market-standard terms and shall be secured with all of the essential assets of the SolarWorld group. The repayment of the new individual bonds shall take place as follows:
o With a so-called cash component after the implementation of the restructuring in the amount of about 12 % of the nominal values of the prior claim (corresponds to about 27 % of the nominal values of the new bonds), which shall be paid in four tranches after the implementation of the restructuring.
o With a final maturity repayment no later than 5 years after the implementation of the restructuring in the amount of about 33 % of the nominal values of the prior claim (corresponds to about 73 % of the nominal values of the new bonds).
f) With regard to the implementation of the restructuring plan, it is intended and required that the interest payable on 13 July 2013 in respect of the 2011/2016 6.375% Bond (ISIN XS0641270045 – 2016 Bond) be paid only within the grace period of 30 days from the interest payment date after the creditors meeting approves the resolutions. In the context of the restructuring, the interest payment should be deducted from the repayment of the new individual bonds.
g) It is intended that in exchange for compensation, a new investor shall acquire new shares created by the capital increase by contribution in kind in the amount of 29 % and that the founders and the chairman of the management board acquire a holding of 19.5 %, each of the new share capital of SolarWorld AG; the 5 % holding of the (existing) shareholders after the implementation of the capital increase in kind remains unaffected. The contracts on these transactions have not yet been entered into; it is intended that Qatar Solar S.P.C. Doha/Qatar shall serve as investor. Sales proceeds resulting from this in the total amount of EUR 46.0 million should flow through to the financial creditors (including the bondholders); this is accounted for in the amounts set out in (e).
h) The implementation of the restructuring (Closing) and the above-mentioned payment and disbursement duties are subject to certain legal and economic terms. The management board presently assumes that Closing shall take place in the period from November 2013 to February 2014.
The management of SolarWorld AG assumes that by the beginning of August 2013, the required consents of the bondholders’ meetings and the shareholders’ meeting can be provided.