Thommessen has assisted XXL ASA with its new NOK 1,450 million bank financing and NOK 400 million underwritten share issue.
XXL is a leading sports retailer with stores and e-commerce in Norway, Sweden, Finland, Denmark and Austria, and it is the largest among the major sports retailers in the Nordics. The new bank financing and share issue will be completed to strengthen XXL's balance sheet, and the share issue is fully underwritten by Altor, Ferd and ODIN Norden/ODIN Norge and a company owned by XXL's new CEO, Pål Wibe. In order to ensure that Altor will not be required to trigger a mandatory offer obligation under the Norwegian Securities Trading Act as a result of the share issue, Altor will in a situation where its total ownership interest in the Company could exceed 33.33% of the votes in the Company as a result of its subscription and obligations as an underwriter be entitled to choose between either (i) taking delivery of the excess shares and thereby obtaining a shareholding in excess of the mandatory offer obligation threshold, or (ii) provide the Company with a 4-year unsecured convertible bond loan in an amount equal to the subscription price multiplied by the number of excess shares, which will be regarded as equity by the lenders for the purpose of the new debt financing. The share issue is expected to be completed in the end of May 2020.
Following an initiative from Thommessen related to the COVID-19 situation, the Norwegian Parliament on 3 April 2020 adopted new legislation on the applicable offer price in mandatory offers that are triggered by the participation of major shareholders in equity issues. The next step in the legislative process is for the Government to sanction the new legislation and to adopt regulations pursuant thereto. Altor will be entitled to fulfil its obligations by providing a convertible loan as outlined above regardless of the outcome of this process.
The Thommessen team assisting XXL combined our strengths within equity capital market transactions and debt financing. Thommessen's equity capital markets team consisted of Hans Cappelen Arnesen, Baard Bale, Katinka Ranberg and Linn Andrea Nordhus, and the debt financing team consisted of Halvor Mansåker and Morten Emil Bergan.
The new bank financing is provided by DNB Bank ASA and Nordea Bank Abp, filial i Norge. DNB Markets, a part of DNB Bank ASA and Nordea Bank Abp, filial i Norge are acting as managers for the share issue.