Bond

Bond Terms

Issuer: Goodvalley A/S

Security package: First ranking security over material assets and share pledges

Original Guarantors: Poldanor SA, Danosha LLC, Prime Food Sp. z.o.o., Finansax ApS

Status of the bond: Senior secured

Currency: EUR

Initial debt amount: EUR 135 million

Total framework: EUR 270 million

Other Facilities: Super senior RCF up to DKK 125 million, governed under an inter-creditor agreement with bond-holders. Basket of DKK 80 million for factoring

Tenor: 4 years

Pricing: 3m EURIBOR + 450bps p.a., quarterly interest payments, EURIBOR floor of 0.0% 

Rating: Unrated

Call options: Non call during the first 24 months, then 50/25/0 % of initial coupon AFTER 24/36/42, MONTH RESPECTIVELY.

Incurrence test: NIBD/EBITDA LTM fixed herd price (net leverage) of< 2.75x for any additional debt raised.

Restricted payments: Dividends or cash contributions to Restricted Subsidiaries are payable up to Net Leverage of < 2.75x

Information covenant: Annual audited statements, quarterly unaudited reports.

General undertakings: Inter alia restrictions on distributions, mergers, demergers, acquisitions, disposals, financial indebtedness, negative pledge, financial support, subsidiary distribution customary for a HY bond.

Change of control: Investor put at 101%

Equity claw: 35%

Listing of bonds: Nasdaq Copenhagen.

Trustee: Nordic Trustee.

Governing law: Danish law.