The Board of Directors of Play Communications S.A. (the “Company”) hereby informs that on 8 January 2019 P4 Sp. z o.o. (“Play”), wholly owned subsidiary of the Company, acting for itself and in its capacity as Obligors’ Agent has entered into a Second Amendment and Restatement Agreement (the “Second Amendment and Restatement Agreement”) to the Senior Facilities Agreement dated 7 March 2017 as amended and restated on 14 June 2017, entered into between, inter alia, Play and the Company as original borrowers and original guarantors, the financial institutions named therein as mandated lead arrangers, the financial institutions listed therein as original lenders, and Santander Bank Polska S.A. as the facility agent and security agent (the “SFA”). Amendments will provide the Company with more flexibility in repayment schemes as well as with improved terms of the interest and covenants.
The Second Amendment and Restatement Agreement introduces, among others, the following amendments to the SFA:
- Amending the SFA amortization profile by decreasing annual capital repayments to PLN 346.8 million (from PLN 586.3 millions) in the years 2019-2021 and increasing repayment in March 2022 to PLN 1,011.7 million (from PLN 293.1 million);
- Ability to allocate Voluntary prepayment to any term loan or any instalment of the SFA at Play’s sole discretion;
- Ability to request release of security established in connection with the SFA (excluding the release of guarantees granted pursuant to the SFA) when the level of consolidated net debt to Adjusted EBITDA (the “Leverage”) is less than or equal to 2.00:1 with an obligation to re-establish the released security if the leverage becomes greater than 2.00:1;
- Modification of Change of Control definition in a way that change of control occurs if any shareholders, other than the Relevant Holders, possesses more than 33⅓% of share capital, while any restrictions on Relevant Holders have been removed;
- Decrease of the margin over WIBOR by ca. 0.25pp when total Leverage below 3.00:1 and introduction of new levels of total Leverage as per table below:
Total Leverage Ratio Facility A Facility B Facility C RCF Greater than 4.00:1 2.75% 3.25% 4.25% 2.75% Equal to or less than 4.00:1 but greater than 3.50:1 2.50% 3.00% 3.75% 2.50% Equal to or less than 3.50:1 but greater than 3.00:1 2.25% 2.75% 3.25% 2.25% Equal to or less than 3.00:1 but greater than 2.50:1 2.00% 2.50% 3.00% 2.00% Equal to or less than 2.50:1 but greater than 2.00:1 1.75% 2.25% 2.50% 1.75% Equal to or less than 2.00:1 but greater than 1.50:1 1.50% 2.00% 2.25% 1.75% Equal to or less than 1.50:1 1.25% 1.25% 2.00% 1.75%
- Amendment to the financial covenant changing the level when interest cover is tested instead of cashflow cover from 2.75:1 to 3.00:1;
- Amending the EBITDA calculation base from last half a year annualized to a market common last twelve months;
- Optional introduction of unsecured bond program as part of Permitted Financial Indebtedness in the amount of up to PLN 2 billion;
- Other amendments to definitions of Consolidated Cashflow, Consolidated EBITDA, Acceptable Funding Sources and Permitted Acquisitions, with adjustments to the Calculations clause and other EBITDA adjustments;
- Other technical amendments and clean-ups.
Art. 17 MAR.