Hogan Lovells advises Redcare Pharmacy N.V. on placement of EUR 300 million convertible bond and buy-back of outstanding bonds

The new convertible bonds were issued with a denomination of EUR 100,000 each at their principal amount. Unless previously converted, redeemed or repurchased and cancelled, they will be redeemed on or around 16 April 2032 at their accreted redemption amount (principal amount plus a redemption premium), which has been set at 110% of their principal amount. The convertible bonds will bear a coupon of 1.75% per annum, payable semi-annually; priced at the best end of the launch range for the issuer. The initial conversion price has been fixed at EUR 173.74, corresponding to a premium of 42.5% above the reference price of EUR 121.92. In light of the accreted redemption amount at 110%, the initial effective conversion price is EUR 191.11 at maturity, implying an effective premium of 56.8%. The convertible bonds are expected to be included promptly in trading on the Open Market of the Frankfurt Stock Exchange. 

Furthermore the company has agreed to purchase outstanding convertible bonds representing EUR 157.9 million in aggregate principal amount (representing approximately 70.2% of the outstanding principal amount). The purchase price per outstanding convertible bond in the principal amount of EUR 100,000 each was EUR 99,200. The outstanding convertible bonds repurchased are cancelled.

Goldman Sachs Bank Europe SE and Deutsche Bank Aktiengesellschaft acted as joint global coordinators and joint bookrunners for the issuance and placement and as dealer managers for the buy-back.

Hogan Lovells team for Redcare Pharmacy N.V.

Prof. Dr. Michael Schlitt (Partner), Dr. Susanne Ries (Of Counsel), Dr. Sebastian Biller (Counsel), Simona Gradišek (Senior Business Lawyer) (Capital Markets | Frankfurt, Berlin);

Mark Devlin (Counsel, U.S. Law | Frankfurt);

Danielle du Bois-Buné (Partner), Eran Lapid (Junior Associate) (Corporate | Amsterdam);

Alexander Fortuin (Partner), Vera Brouwer (Associate) (Tax | Amsterdam); 

Dr. Heiko Gemmel (Partner), Anne-Svenja de Kiff (Counsel) (Tax | Dusseldorf);

Alex Parkhouse (Partner, Capital Markets | London);

Richard Aftanas (Partner), Stuart Morrissy (Partner) (Corporate & Finance | New York).

Redcare Pharmacy N.V. (Inhouse): Jasper Eenhorst (CFO), Rens Jan Kramer (Legal Counsel), Mathilde Alberts (Corporate Compliance and Governance)