Publication of Draft Agreement with Trustee for Potential New Israeli Debenture Series
August 05 2024 - 10:15AM
Formula Systems (1985) Ltd. (“
Formula”) published
with the Tel Aviv Stock Exchange (the “
TASE”) and
the Israel Securities Authority (the “
ISA”) a
draft agreement with a trustee for a new series of secured,
non-convertible debentures—Series D Debentures— that may
potentially be issued by Formula in Israel. The Series D Debentures
would be secured by a first lien on certain shares of certain
publicly-traded subsidiaries held by Formula—specifically, Matrix
IT Ltd., Sapiens International Corporation N.V., and Magic Software
Enterprises Ltd.— with the number of pledged shares to be
determined based on a loan-to-value ratio that will not exceed 60%
of the value of the pledged shares.
The Series D Debentures would be issued (if
issued) pursuant to (i) Formula’s existing shelf prospectus, dated
September 22, 2022, that enables Formula to offer and issue, among
other securities, debt securities, as well as (ii) a shelf offering
report that would supplement the shelf prospectus and provide
details concerning the Series D Debentures.
The Series D Debentures would be subject to the
following schedule for repayment of principal, and payment of
interest on outstanding principal amounts:
Principal:
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Principal would be repaid in seven equal annual payments of 12%
each, on December 1 of each year from 2027 through 2033; |
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The final principal repayment (of the remaining 16% of the
principal) would be made on December 1, 2034; |
Interest:
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The initial interest payment will be made on December 1, 2024;
and |
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Additional interest payments on outstanding principal will be made
on a semi-annual basis, on June 1 and December 1 of each year from
2025 through 2034. |
Publication of the final-form indenture for the Series D
Debentures, as well as the actual offering of the Series D
Debentures, are subject to receipt of the required approvals under
Israeli law, including the approval of the Company’s board of
directors, the ISA and the TASE.
Publication of Rating Reports for
Potential New Israeli Debenture Series and Corporate Credit
Ratings
Also on August 5, 2024, Formula reported
publicly to the TASE and ISA that Standard & Poor’s Maalot
(“S&P”) and Midroog (an affiliate of Moody’s)
(“Midroog”) had issued credit ratings of ilAA- and
Aa3.il for the potential new secured Series D Debenture series, for
an aggregate principal amount of up to NIS 150 million (par value)
that may be issued and sold. Those credit ratings echo the credit
ratings for Formula’s other current series of secured debentures
(Series C Debentures) that are traded on the TASE and for Formula
as an issuer.
Each of S&P and Midroog has furthermore
reaffirmed Formula’s corporate credit rating, as the potential
issuer of the new Series D Debentures, as ilAA-/stable, and
Aa3.il/stable, respectively. The credit ratings are based on a
number of factors and considerations.
Important Note re: Debentures Offering and Related
Disclosures
This Report of Foreign Private Issuer on Form
6-K is not an offer of securities for sale in the United States.
Any securities— including the Series D Debentures to be potentially
offered— may not be offered or sold in the United States absent
registration under the US Securities Act of 1933, as amended (the
“Securities Act”) or an exemption from the
registration requirements thereunder. Any offering of securities
pursuant to the shelf prospectus and any supplemental shelf
offering report will be made only in Israel to residents of Israel,
will not be registered under the Securities Act and will not be
offered or sold in the United States or to U.S. persons (as defined
in Regulation S under the Securities Act), except pursuant to an
applicable exemption from registration under the Securities
Act.
Press Contact:
Formula Systems (1985) Ltd. +972-3-5389487 ir@formula.co.il
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