NOT FOR PUBLIC RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN OR INTO ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF SUCH JURISDICTION.
Pricing of offering of EUR 550.0 million senior secured floating rate notes by PrestigeBidCo GmbH
BestSecret Group (bond issuer: PrestigeBidCo GmbH – ISIN: XS2499278724, XS2499279029), (the “Company”), a leading European online destination for premium and luxury off-price fashion, today announces that it has priced its offering of EUR 550.0 million in aggregate principal amount of senior secured floating rate notes due 2029 (the “Notes” and such offering of the Notes, the “Offering”) at an interest rate equal to three-month EURIBOR (subject to a 0% floor) plus 375 basis points per annum. The Offering is expected to close on July 3, 2024, subject to customary closing conditions.
The proceeds of the Offering will be used (i) to repay and redeem the Company’s existing senior secured notes due 2027, (ii) to fund a distribution to the shareholder of the Company and (iii) to pay certain fees and expenses in relation to the Offering and related transactions.
In addition, the Company has entered into an Amendment and Restatement Agreement with respect to its existing Revolving Credit Facility Agreement (extending the maturity of the existing EUR 110.0 million Revolving Credit Facility until the date falling 6 months prior to the maturity of the Notes).
There can be no assurance that the Offering or other financing transactions will be completed.
Cautionary Statement
The Offering is being made by means of an offering memorandum. This announcement does not constitute an offer to sell or the solicitation of an offer to buy the Notes or any other security and shall not constitute an offer, solicitation or sale in the United States or in any jurisdiction in which, or to any persons to whom, such offering, solicitation or sale would be unlawful.
The Notes and the related guarantees have not been, and will not be, registered under the U.S. Securities Act of 1933, as amended (the “Securities Act”) or the securities laws of any state or other jurisdiction of the United States, and may not be offered or sold within the United States, or to, or for the account or benefit of, U.S. persons, except (i) to U.S. persons that are “qualified institutional buyers” (as defined in Rule 144A under the U.S. Securities Act (“Rule 144A”)) in transactions exempt from the registration requirements of the U.S. Securities Act in reliance on Rule 144A or pursuant to another exemption or in a transaction not subject to the registration requirements under the U.S. Securities Act and (ii) outside the United States to persons who are not U.S. persons (as defined in Regulation S under the U.S. Securities Act (“Regulation S”)) in offshore transactions in reliance on Regulation S. Until 40 days after the later of (i) the commencement of this Offering and (ii) the Issue Date, an offer or sale of the Notes initially sold in reliance on Regulation S within the United States by a dealer (whether or not participating in the offering) may violate the registration requirements of the U.S. Securities Act if such offer or sale is made otherwise than in accordance with Rule 144A. There is no assurance that the Notes will be issued or, if issued, as to the terms under which they will be issued.
The Notes are not intended to be offered, sold or otherwise made available to and should not be offered, sold or otherwise made available to any retail investor in the European Economic Area (“EEA”). For these purposes, a retail investor 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) where that customer would not qualify as a professional client as defined in point (10) of Article 4(1) of MiFID II; or (iii) not a qualified investor as defined in Regulation (EU) No 2017/1129 (as amended, the ”Prospectus Regulation”). Consequently, no key information document required by Regulation (EU) No 1286/2014 (as amended, the “EU PRIIPs Regulation”) for offering or selling the Notes or otherwise making them available to retail investors in the EEA has been prepared and therefore offering or selling the Notes or otherwise making them available to any retail investor in the EEA may be unlawful under the PRIIPS Regulation.
The Notes are not intended to be offered, sold or otherwise made available to and should not be offered, sold or otherwise made available to any retail investor in the United Kingdom (the “UK”). For these purposes, a “retail investor” 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 (the “EUWA”); (ii) a "customer" within the meaning of the provisions of the United Kingdom Financial Services Markets Act 2000 (as amended, “FSMA”) and any rules or regulations made thereunder to implement Directive (EU) 2016/97, where that customer would not qualify as a “professional client” as defined in point (8) of Article 2(1) of Regulation (EU) No 600/2014 as it forms part of domestic law by virtue of the EUWA; or (iii) not a “qualified investor” as defined in Article 2 of Regulation (EU) 2017/1129 as it forms part of domestic law by virtue of the EUWA (the “UK Prospectus Regulation”). Consequently no key information document required by Regulation (EU) No 1286/2014 as it forms part of domestic law by virtue of the EUWA (the “UK PRIIPs Regulation”) for offering or selling the Notes or otherwise making them available to retail investors in the UK has been prepared and therefore offering or selling the Notes or otherwise making them available to any retail investor in the UK may be unlawful under the UK PRIIPs regulation. The preliminary offering memorandum prepared in connection with the Offering is not a prospectus for the purposes of the UK Prospectus Regulation.
This announcement does not constitute and shall not, in any circumstances, constitute a public offering nor an invitation to the public in connection with any offer within the meaning of the Prospectus Regulation or otherwise.
The offer and sale of the Notes will be made pursuant to an exemption under the Prospectus Regulation from the requirement to produce a prospectus for offers of securities. MiFID II professionals/ECPs-only/ No PRIIPs KID - Manufacturer target market (MIFID II product governance) is eligible counterparties and professional clients only (all distribution channels). No PRIIPs key information document (KID) has been prepared as not available to retail investors in EEA.
UK MIFIR professionals/ECPs-only/ No UK PRIIPS KID - Manufacturer target market (UK MIFIR product governance) is eligible counterparties and professional clients only (all distribution channels). No UK PRIIPs key information document (KID) has been prepared as not available to retail investors in the United Kingdom.
In connection with any issuance of the Notes, a stabilizing manager (or any person acting on behalf of such stabilizing manager) may engage in transactions that stabilize, maintain or otherwise affect the price of the relevant Notes. Specifically, a stabilizing manager may bid for and purchase the relevant Notes in the open markets for the purpose of pegging, fixing or maintaining the price of such Notes. A stabilizing manager may also over-allot the offering of the relevant Notes creating a syndicate short position, and may bid for and purchase relevant Notes in the open market to cover the applicable syndicate short position. In addition, a stabilizing manager may bid for and purchase relevant Notes in market making transactions as permitted by applicable laws and regulations and impose penalty bids. These activities may stabilize or maintain the market price of the relevant Notes above market levels that may otherwise prevail.
A stabilizing manager is not required to engage in these activities, and may end these activities at any time.
Forward-looking statements
This press release includes forward-looking statements within the meaning of the securities laws of certain applicable jurisdictions. These forward-looking statements include, but are not limited to, all statements other than statements of historical facts contained in this press release, including, without limitation, those regarding the Group’s or any of its affiliate’s future financial position and results of operations, their strategy, plans, objectives, goals and targets, future developments in the markets in which they participate or are seeking to participate or anticipated regulatory changes in the markets in which they operate or intend to operate. In some cases, these forward-looking statements can be identified by terminology such as “aim,” “anticipate,” “believe,” “continue,” “could,” “estimate,” “expect,” “forecast,” “guidance,” “intend,” “may,” “plan,” “potential,” “predict,” “projected,” “should,” or “will” or the negative of such terms or other comparable terminology.
By their nature, forward-looking statements involve known and unknown risks, uncertainties and other factors because they relate to events and depend on circumstances that may or may not occur in the future. Readers are cautioned that forward-looking statements are not guarantees of future performance and are based on numerous assumptions and that the Group’s or any of its affiliate’s actual results of operations, financial condition and liquidity, and the development of the industries in which they operate, may differ materially from those made in, or suggested by, the forward-looking statements contained in this press release. In addition, even if the Group’s or any of its affiliate’s results of operations, financial condition and liquidity, and the development of the industries in which they operate, are consistent with the forward-looking statements contained in this press release, those results or developments may not be indicative of results or developments in subsequent periods.
About BestSecret Group
BestSecret is a leading European online destination for premium and luxury off-price fashion. With a focus on international premium and luxury brands, the Group offers its customers in 27 countries across Europe standing assortment of highly desirable fashion at exclusive prices in a premium shopping environment. At the same time, BestSecret enables its brand partners to clear overstock at scale with minimum visibility and strong brand equity protection. The unique business model is based on its closed character with an invitation-only customer membership, longstanding brand partner and customer relationships, a tech-focused mindset, and its inherent contribution to more sustainability in the fashion industry. BestSecret has a strong track record of profitable growth over many years. It generated revenues of EUR 1,226 million in 2023 and
employs around 2,300 people. The Group draws on a heritage of 100 years in the textile and fashion industry and today is owned by Permira Funds and the founding families Schustermann and Borenstein.