APCOA Announces Pricing of €685,000,000 Senior Secured Notes Offering

https://www.apcoa.com/press/press-releases/article/apcoa-announces-pricing-of-eur685000000-senior-secured-notes-offering-1/

NOT FOR DISTRIBUTION OR RELEASE IN OR INTO THE UNITED STATES OF AMERICA, AUSTRALIA, CANADA OR JAPAN, OR IN ANY OTHER JURISDICTION IN WHICH OFFERS OR SALES OF SECURITIES WOULD BE PROHIBITED BY APPLICABLE LAW.

STUTTGART (July 14, 2021) – APCOA Parking Holdings GmbH, a limited liability company (Gesellschaft mit beschränkter Haftung) organized under the laws of Germany (the “Issuer” and, together with its subsidiaries, the “Group”), today announced that it has successfully priced its offering of €320,000,000 in aggregate principal amount of fixed rate senior secured notes due 2027 at an issue price of 100.00% with a coupon of 4.625% per annum and €365,000,000 in aggregate principal amount of floating rate senior secured notes due 2027 at an issue price of 100.00% with a coupon of three-month EURIBOR (subject to a 0% floor) plus 5.000% per annum, reset quarterly (collectively, the “Notes”). The total aggregate principal amount of the Notes represents an increase of €20,000,000 from the amount initially offered. The offering of the Notes is expected to close on or about July 23, 2021, subject to customary conditions precedent for similar transactions.

If completed, the proceeds from the offering of the Notes will be used by the Group to (i) fully repay certain of its existing indebtedness, including accrued interest, (ii) fund cash to the Group’s balance sheet for general corporate and working capital purposes and (iii) pay fees and expenses incurred in connection with the offering of the Notes.

There can be no assurance that the offering of the Notes or the other transactions described herein will be completed.

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Cautionary Notice Regarding Forward-Looking Statements

This press release contains statements reflecting assumptions, expectations, projections, intentions or beliefs about future events that are intended as “forward-looking statements,” particularly those statements concerning expectations regarding the use of proceeds from the offering of the Notes. A number of risks and uncertainties could cause our actual results to differ materially from current projections, forecasts, estimates and expectations relating to us. Any or all of these forward-looking statements may turn out to be wrong. They can be affected by inaccurate assumptions or by known or unknown risks, uncertainties and other factors, many of which are beyond our control.

Disclaimer

This press release shall not constitute a solicitation of a proxy, consent or authorization with respect to any securities and shall not constitute an offer to sell or the solicitation of an offer to buy any securities, nor shall there be any sale of securities in any states or jurisdictions in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction.

The Notes are being offered only to qualified institutional buyers in accordance with Rule 144A under the U.S. Securities Act of 1933, as amended (the “Securities Act”), and outside the United States in offshore transactions in accordance with Regulation S under the Securities Act and, if an investor is a resident of a member state of the European Economic Area (the “EEA”) or of the United Kingdom, not to a retail investor. The Notes have not been registered under the Securities Act or the securities laws of any other jurisdiction and may not be offered or sold in the United States absent registration or an applicable exemption from registration requirements.

Promotion of the Notes in the United Kingdom is restricted by the Financial Services and Markets Act 2000 (the “FSMA”), and accordingly, the Notes are not being promoted to the general public in the United Kingdom. This announcement is for distribution only to, and is only directed at, persons who (i) have professional experience in matters relating to investments falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended (the “Financial Promotion Order”), (ii) are persons falling within Article 49(2)(a) to (d) (high net worth companies, unincorporated associations, etc.) of the Financial Promotion Order or (iii) are persons to whom an invitation or inducement to engage in investment activity within the meaning of section 21 of the FSMA in connection with the issue or sale of any securities may otherwise lawfully be communicated or caused to be communicated (all such persons together being referred to as “relevant persons”). This announcement is directed only at relevant persons and must not be acted on or relied on by anyone who is not a relevant person.

This announcement is not a public offering to any retail investors in the EEA or the United Kingdom. For these purposes, a retail investor in the EEA means a person who is one (or more) of: (i) a retail client as defined in point (11) of Article 4(1) of Directive 2014/65/EU (as amended, “MiFID II”); or (ii) a customer within the meaning of Directive (EU) 2016/97 (as amended, the “Insurance Distribution Directive”), where that customer would not qualify as a professional client as defined in point (10) of Article 4(1) of MiFID II. For these purposes, a retail investor in the United Kingdom means a person who is one (or more) of: (i) a retail client, as defined in point (8) of Article 2 of Regulation (EU) No 2017/565 as it forms part of domestic law by virtue of the European Union (Withdrawal) Act 2018 (“EUWA”); or (ii) a customer within the meaning of the provisions of the FSMA and any rules or regulations made under the FSMA to implement the Insurance Distribution Directive, where that customer would not qualify as a professional client, as defined in point (8) of Article 2(1) of Regulation (EU) No 2017/565 as it forms part of domestic law by virtue of the EUWA.

The distribution of this announcement into certain jurisdictions may be restricted by law. Persons into whose possession this announcement comes should inform themselves about and observe any such restrictions. Any failure to comply with these restrictions may constitute a violation of the securities laws of any such jurisdiction.

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Apcoa Announces Launch of €665,000,000 Senior Secured Notes Offering

https://www.apcoa.com/press/press-releases/article/apcoa-announces-launch-of-eur665000000-senior-secured-notes-offering/

NOT FOR DISTRIBUTION OR RELEASE IN OR INTO THE UNITED STATES OF AMERICA, AUSTRALIA, CANADA OR JAPAN, OR IN ANY OTHER JURISDICTION IN WHICH OFFERS OR SALES OF SECURITIES WOULD BE PROHIBITED BY APPLICABLE LAW.

STUTTGART (July 9, 2021) – APCOA Parking Holdings GmbH, a limited liability company (Gesellschaft mit beschränkter Haftung) organized under the laws of Germany (the “Issuer” and, together with its subsidiaries, the “Group”), today announced that it intends to offer €665,000,000 in aggregate principal amount of senior secured notes due 2027 (the “Notes”), to be comprised of fixed rate senior secured notes and floating rate senior secured notes. If completed, the proceeds from the offering of the Notes will be used by the Group to (i) fully repay certain of its existing indebtedness, including accrued interest, (ii) fund cash to the Group’s balance sheet for general corporate and working capital purposes and (iii) pay fees and expenses incurred in connection with the offering of the Notes.

There can be no assurance that the offering of the Notes or the other transactions described herein will be completed.

****************

Cautionary Notice Regarding Forward-Looking Statements

This press release contains statements reflecting assumptions, expectations, projections, intentions or beliefs about future events that are intended as “forward-looking statements,” particularly those statements concerning expectations regarding the use of proceeds from the offering of the Notes. A number of risks and uncertainties could cause our actual results to differ materially from current projections, forecasts, estimates and expectations relating to us. Any or all of these forward-looking statements may turn out to be wrong. They can be affected by inaccurate assumptions or by known or unknown risks, uncertainties and other factors, many of which are beyond our control.

Disclaimer

This press release shall not constitute a solicitation of a proxy, consent or authorization with respect to any securities and shall not constitute an offer to sell or the solicitation of an offer to buy any securities, nor shall there be any sale of securities in any states or jurisdictions in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction.

The Notes are being offered only to qualified institutional buyers in accordance with Rule 144A under the U.S. Securities Act of 1933, as amended (the “Securities Act”), and outside the United States in offshore transactions in accordance with Regulation S under the Securities Act and, if an investor is a resident of a member state of the European Economic Area (the “EEA”) or of the United Kingdom, not to a retail investor. The Notes have not been registered under the Securities Act or the securities laws of any other jurisdiction and may not be offered or sold in the United States absent registration or an applicable exemption from registration requirements.

Promotion of the Notes in the United Kingdom is restricted by the Financial Services and Markets Act 2000 (the “FSMA”), and accordingly, the Notes are not being promoted to the general public in the United Kingdom. This announcement is for distribution only to, and is only directed at, persons who (i) have professional experience in matters relating to investments falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended (the “Financial Promotion Order”), (ii) are persons falling within Article 49(2)(a) to (d) (high net worth companies, unincorporated associations, etc.) of the Financial Promotion Order or (iii) are persons to whom an invitation or inducement to engage in investment activity within the meaning of section 21 of the FSMA in connection with the issue or sale of any securities may otherwise lawfully be communicated or caused to be communicated (all such persons together being referred to as “relevant persons”). This announcement is directed only at relevant persons and must not be acted on or relied on by anyone who is not a relevant person.

This announcement is not a public offering to any retail investors in the EEA or the United Kingdom. For these purposes, a retail investor in the EEA means a person who is one (or more) of: (i) a retail client as defined in point (11) of Article 4(1) of Directive 2014/65/EU (as amended, “MiFID II”); or (ii) a customer within the meaning of Directive (EU) 2016/97 (as amended, the “Insurance Distribution Directive”), where that customer would not qualify as a professional client as defined in point (10) of Article 4(1) of MiFID II. For these purposes, a retail investor in the United Kingdom means a person who is one (or more) of: (i) a retail client, as defined in point (8) of Article 2 of Regulation (EU) No 2017/565 as it forms part of domestic law by virtue of the European Union (Withdrawal) Act 2018 (“EUWA”); or (ii) a customer within the meaning of the provisions of the FSMA and any rules or regulations made under the FSMA to implement the Insurance Distribution Directive, where that customer would not qualify as a professional client, as defined in point (8) of Article 2(1) of Regulation (EU) No 2017/565 as it forms part of domestic law by virtue of the EUWA.

The distribution of this announcement into certain jurisdictions may be restricted by law. Persons into whose possession this announcement comes should inform themselves about and observe any such restrictions. Any failure to comply with these restrictions may constitute a violation of the securities laws of any such jurisdiction.

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APCOA Provides Update on 2021 Results to Date and Outlook

https://www.apcoa.com/press/press-releases/article/apcoa-provides-update-on-2021-results-to-date-and-outlook-1/

STUTTGART (July 9, 2021) – Starting from April and more visibly from mid-May 2021, APCOA has seen signs of recovery across most of its markets as countries witnessed an easing of mobility restrictions that had been put in place in response to the COVID-19 pandemic, including the opening of shopping areas, restaurants and outside events.  Frequencies and movements across all our sectors have been increasing steadily since then. These trends are visible in traffic data from major cities, which shows that traffic is approaching or, in certain cases passing, 2019 levels as mobility continues to trend towards more normalized levels.

Our sales revenue for Q2 2021 positively reflected this trend towards normalization, as customer utilization of our facilities has increased in line with higher mobility rates in general.  Based on unaudited management accounts for April, May and June 2021, our sales revenue was €39.2 million in the month ended April 30, 2021 (69% of our sales revenue for the month ended April 31, 2019), €45.4 million in the month ended May 31, 2021 (75% of our sales revenue for the month ended May 31, 2019) and €52.9 million in the month ended June 30, 2021 (91% of our sales revenue for the month ended June 30, 2019).  This shows a continued positive trend in the recovery of our top line, as certain of the important COVID-19 restrictions in our markets were lifted during the second half of May, in addition to the benefits of the new business won and acquisitions completed in the last two years.

Based on current expectations regarding the easing of COVID-19 restrictions, market dynamics and consumer behaviour (in particular as a result of the easing of restrictions) as well as the expected receipt of state aid in certain jurisdictions, APCOA is expecting its Adjusted EBITDA for fiscal year 2021 to be approximately €40 million after an Adjusted EBITDA of €0.4 million in fiscal year 2020. In addition, APCOA has currently budgeted for total capital expenditures of approximately €25 million in fiscal year 2021.  Assuming a gradual continuation of the recovery from the COVID-19 pandemic, APCOA’s current outlook for its Adjusted EBITDA for fiscal year 2022 is that it will be approximately in line with or slightly above its Adjusted EBITDA for fiscal year 2019, with total capital expenditures expected to be broadly in line with 2021 predicted levels.  The Adjusted EBITDA amounts discussed in this paragraph have been calculated on a pre-IFRS 16 basis.

APCOA’s budget for fiscal year 2021 and outlook for 2022 have been prepared assuming a continuing and gradual recovery from the COVID-19 pandemic over the course of fiscal years 2021 and 2022 and a continued normalized return to 2019 consumer behavior on the back of continued progress in the European vaccination programs and no further need for significant regional, national or European-wide mobility or other restrictions, and therefore is subject to material uncertainty. As demonstrated at the onset of the pandemic, APCOA continues to closely monitor the COVID-19 situation in Europe in order to be able to respond quickly should a change in local restrictions, infection rates or market demand require new actions to protect its business and its market position.  No assurance can be given that our budget or outlook will be realized, and actual results will likely differ from our budget and outlook and these differences may be material. No representation or warranty, express or implied, is made with respect to the accuracy, completeness, likelihood of achievement or reasonableness of our budget or outlook, including the underlying assumptions.  We are not obligated to report any change in our budget or outlook and do not expect to make any updates.  APCOA will continue to prioritize the health and well-being of its employees in the face of the COVID-19 pandemic.  This trading update shall not be deemed to be incorporated by reference in, and should not be used to evaluate, any other informational materials issued by APCOA.

We have not yet finalized our financial or operating data for any periods after the three months ended March 31, 2021. Accordingly, the historical financial information set forth above is not intended to be a comprehensive statement of our financial or operating results for Q2 2021. The preliminary estimates above were prepared based on a number of assumptions and estimates that are subject to inherent uncertainties and subject to change. Accordingly, our actual results for Q2 2021 (or any of the component months thereof) may vary from our unaudited preliminary estimates above, and such variations could be material. We caution that the above information has not been audited or reviewed by our independent auditors and should not be regarded as an indication, forecast or representation by us or any other person regarding our financial performance for the periods discussed above.

Forward-Looking Statements

This press release contains forward-looking statements that are based on current assumptions, opinions, estimates, projections and forecasts of the management of APCOA. All statements, other than statements of historical facts, are forward-looking statements. Any such forward-looking statements involve known and unknown operational, business, economic, regulatory and other risks, uncertainties and other factors that could cause actual results, performance or achievements to be materially different from future results, performance or achievements expressed or implied by such forward-looking statements. Any such forward-looking statements speak only as of the date hereof and reflect APCOA’s current views with respect to future events and are necessarily based upon numerous assumptions that, while considered reasonable by APCOA at the time of preparation, may or may not prove to be correct or necessarily take place. APCOA cautions readers that forward-looking statements including, but not limited to, financial projections, are not to be viewed as facts and are subject to significant uncertainties and contingencies, many of which are beyond APCOA’s control, and that no assurance can be given that any particular forward-looking statement or financial projection will be realized, and that actual results may differ from projected results and that such differences may be material. No representation or warranty, express or implied, is made with respect to the accuracy, completeness, likelihood of achievement or reasonableness of such forward-looking statements, including opinions, estimates and projections or their underlying assumptions or opinions. No duty of care is owed or will be deemed to be owed in respect of such information. To the maximum extent permitted by law, any liability, including in respect of direct, indirect or consequential loss or damage suffered (whether foreseeable or not and whether arising from negligence under contract, tort, equity or otherwise), of APCOA or any of its affiliates relating to such information is expressly excluded.


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Press contact

APCOA PARKING Holdings GmbH

Sebastian Merkle
Flughafenstr. 34
70629 Stuttgart-Airport
T: +49 711-94791-652

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