DJ Eurobond refinancing, growth financing and General Meeting
Global Ports Holding PLC (GPH)
Eurobond refinancing, growth financing and General Meeting
24-May-2021 / 07:00 GMT/BST
Dissemination of a Regulatory Announcement that contains inside information according to REGULATION (EU) No 596/2014
(MAR), transmitted by EQS Group.
The issuer is solely responsible for the content of this announcement.
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Global Ports Holding Plc
Eurobond refinancing, growth financing and General Meeting
Global Ports Holding Plc ("GPH" or "Group"), the world's largest independent cruise port operator, is pleased to
announce further details of the Group's financing arrangements, as previously announced on 17 May 2021, which will
allow the Group to refinance the remaining Eurobond in full with a new five-year term loan facility.
GPH has entered into a five-year, senior secured loan agreement for up to USD261 million with the leading global
investment firm Sixth Street. This new investment from Sixth Street will strengthen GPH's balance sheet and provide
flexible growth capital for GPH to pursue expansion opportunities at a dynamic juncture in the global cruise industry.
The loan agreement provides for two term loan facilities, an initial five-year term facility of USD186.3m and an
additional five-year growth facility of up to USD75.0m.
The net proceeds of the initial facility, together with existing cash resources, will be used to refinance the
outstanding amount of the 8.125% senior unsecured Eurobond, due 14 November 2021, issued by GPH's wholly owned
subsidiary Global Liman Isletmeleri A.S. The initial facility will also be used to pay related fees and expenses and
general corporate purposes.
The net proceeds of the growth facility are proposed to be used to invest in new port projects and capital expenditure,
as well as related fees and expenses.
Under the terms of the loan agreement, GPH will have the ability to select from a range of interest payment options
including an all-cash interest rate, a cash interest rate of LIBOR +5.25% plus PIK rate or a PIK-only rate of LIBOR
+8.5% up until December 2022.
As part of the financing arrangement with Sixth Street, the Company has agreed to issue warrants to Sixth Street for a
subscription price equal to the nominal value per share (the "Warrants") representing 9.0% of GPH's fully-diluted share
capital (subject to customary adjustments). As and when the growth facility is utilised, GPH has agreed to issue
further Warrants, pro-rata to the utilisation of the USD75.0m growth facility, representing up to an additional 3.75% of
the fully-diluted share capital. The Warrants will become exercisable upon certain specific events including the
acceleration, repayment in full or termination of the loan, de-listing of GPH or a change of control.
The issue of the Warrants in connection with the new financing arrangements is conditional on the passing of certain
resolutions by shareholders at a General Meeting to be convened on 9 June 2021. Further details of the General Meeting
are contained below.
Global Ports Holding, Chairman and Co-Founder Mehmet Kutman said:
"I am delighted that we have reached this agreement with Sixth Street. This timely financing arrangement and
partnership, not only secures our current financing needs for the next five years, it gives us the financial
flexibility to take advantage of a significant pipeline of growth opportunities. We look forward to using this capital
to continue to expand our business."
Global Ports Holding, Chief Executive Officer Emre Sayin said:
"Securing this loan agreement is an important step in turning the threat of Covid into an opportunity for GPH. As we
look to the future, many of our cruise ports have already started to welcome passengers in 2021 and the majority of our
ports have calls scheduled to start in the next few weeks. Our commitment to our current and future destinations
remains undiminished, while 2020 was a year of uncertainty, 2021 is shaping up to be a year of hope."
General Meeting
GPH expects to send to shareholders today a notice convening a general meeting at 10.00 a.m. on 9 June 2021 (the
"Notice of General Meeting"), together with an associated form of proxy.
The issue and allotment by GPH of some of the Warrants to Sixth Street is conditional, inter alia, on the passing of
the resolutions at the General Meeting to authorise the Directors to issue the Warrants to Sixth Street under the terms
of the financing arrangements. The Board's unanimous view is that the financing arrangement with Sixth Street,
including issuing of the Warrants, is in the best interests of the Company, its shareholders, as well as wider
stakeholders. The Board therefore recommends that shareholders approve the resolutions at the General Meeting.
If the resolutions are not passed by the requisite majority, Global Yatirim Holding A.S., has agreed to enter into a
call option agreement prior to the closing of the financing agreements to provide Sixth Street with an equivalent
shareholding in the Company.
Further details of the General Meeting, including the resolutions to be put to shareholders, can be found in the Notice
of General Meeting, a copy of which can be found at: www.globalportsholding.com.
Copies of the Notice of General Meeting and form of proxy will be submitted to the National Storage Mechanism and will
shortly be made available for inspection at: www.morningstar.co.uk/uk/NSM.
CONTACT
For investor, analyst and financial media enquiries: For media enquiries:
Investor Relations Global Ports Holding
Martin Brown Ceylan Erzi
Telephone: +44 (0) 7947 163687 Telephone: +90 212 244 44 40
Email: martinb@globalportsholding.com Email: ceylane@globalportsholding.com
Other Extraordinary General Meeting enquiries:
Global Ports Holding, Company Secretary
Alison Chilcott
Email: alisonc@globalportsholding.com
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ISIN: GB00BD2ZT390
Category Code: MSCH
TIDM: GPH
LEI Code: 213800BMNG6351VR5X06
Sequence No.: 106775
EQS News ID: 1199644
End of Announcement EQS News Service
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(END) Dow Jones Newswires
May 24, 2021 02:00 ET (06:00 GMT)
