ReutersReuters

Creditas considers issuance of new USD senior unsecured bonds, a full or partial buy-back offer for its 2023/2026 bonds, and initiates a written procedure under its 2024/2028 bonds

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Creditas Financial Solutions Ltd

NOT FOR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN OR INTO OR TO ANY PERSON LOCATED OR RESIDENT IN THE UNITED STATES, ITS TERRITORIES AND POSSESSIONS, OR FOR THE ACCOUNT OR BENEFIT OF, U.S. PERSONS (AS DEFINED IN REGULATION S UNDER THE U.S. SECURITIES ACT OF 1933) OR IN OR INTO ANY OTHER JURISDICTION WHERE SUCH DISTRIBUTION WOULD BE PROHIBITED BY APPLICABLE LAW

Creditas Financial Solutions, Ltd. (“Creditas” or the “Company”) has mandated Pareto Securities AB to arrange a series of credit investor meetings commencing on 24 September 2025. In order to support the Company’s growth, Creditas is considering, subject inter alia to market conditions, the issuance of new 3.5-year senior unsecured fixed rate bonds in an expected total nominal amount of approximately USD 60 million within a framework of USD 150 million (the “New Bonds”) coupled with, at the Company’s discretion, a full or partial buy-back offer in its existing bonds 2023/2026 with an outstanding nominal amount, net of the Company’s own holding position, of USD 17.5 million (the “Existing 2026 Bonds”) (the “Buy-Back”).

The proceeds from the New Bonds shall be used to finance general corporate purposes of the Group and the Buy-Back.

The purchase price for the Buy-Back will be at par value or such price agreed in a bookbuilding process, and will be the same for all investors participating in the Buy-Back. The Buy-Back is conditional upon a successful issue of the New Bonds and subject to the terms presented to potential investors in the term sheet for the New Bonds. Holders of Existing Bonds who subscribe for and are allocated New Bonds will be offered priority in the Buy-Back allocation. Investors interested in participating in the Buy-Back should contact Pareto Securities via the contact details below.

Additionally, Creditas is requesting approval from holders of its existing bonds with ISIN NO0013405753 (the “Existing 2028 Bonds”) to amend the terms and conditions (the “Terms and Conditions”). As announced by the Company on September 22, 2025, the Company is structuring a new equity issuance, whereby the Company is targeting minimum of USD 100 million at a group enterprise value of USD 3.3 billion. Moreover, the Company’s risk profile has materially improved since the issuance of the Existing 2028 Bonds, with the balance sheet now containing a substantially lower proportion of assets at risk, particularly following the removal of parent company guarantees on warehouse facilities. Thus, to align with the Group’s business model and asset base, the Company proposes to amend the Terms and Conditions by, inter alia, adjusting the equity ratio covenant within the incurrence test provision. The revised equity ratio covenant will be calibrated against the group’s exposure to risk-bearing assets rather than total accounting assets, providing a more accurate reflection of the underlying risk profile.

In order to amend the Terms and Conditions, the Company will instruct Nordic Trustee & Agency AB (publ) on September 23, 2025, being the agent for the Company’s Existing 2028 Bonds (the “Agent”) to initiate a written procedure. The proposed amendments include, amongst other things, (i) broadening the definition of valuation events to include not only equity listing events and equity issuances, but also change of control transactions, and (ii) revising the redemption premium calculations to reflect the group’s current enterprise value of USD 3.3 billion.

Further details of the proposed amendments and the voting procedure are set out in the notice of written procedure which will be made available at the websites of Creditas and the Agent on September 24, 2025.

The Agent will deliver the notice to a written procedure to all holders of the Existing 2028 Bonds on September 24, 2025. To be eligible to participate in the written procedure a holder must fulfil the formal criteria for being a bondholder on September 26, 2025. This means that the holder must be registered on a securities account with Verdipapirsentralen ASA, being the Norwegian Central Securities Depository and Clearinghouse, as a direct registered owner (Sw. direktregistrerad ägare) or authorised nominee (Sw. förvaltare) with respect to one or several Existing 2028 Bonds.

 

For further information, please contact:

Creditas:

Sergio Furio/ Erica Stols

CEO / VP of Treasury and DCM

E-mail: dcm@creditas.com

Pareto Securities:

Ole Sebastian Rolland

DCM Syndicate

Phone: +47 22 87 88 10

E-mail: olesebastian.rolland@paretosec.com

The securities referred to herein may not be sold in the United States absent registration or an exemption from registration under the U.S. Securities Act of 1933, as amended. Creditas does not intend to register any of the securities in the United States or to conduct a public offering of the securities in the United States.

This announcement is neither an offer to purchase nor the solicitation of an offer to sell any of the securities described herein (including the New Bonds), nor shall there be any offer or sale of such securities in any jurisdiction in which such offer, solicitation or sale would be unlawful.

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