Slaughter and May is advising ASOS plc on the refinancing of its outstanding convertible bonds due 2026 by way of partial tender and exchange for new convertible bonds due 2028 and the amendment and extension of its existing debt facilities

Slaughter and May is advising ASOS plc (“ASOS”) on (i) the repurchase of £173.4 million in aggregate principal amount of the £500 million outstanding 0.75% Convertible Bonds due 2026 (the “Outstanding Bonds”), issued by its subsidiary Cornwall (Jersey) Limited, by way of cash tender (the “Tender”), (ii) the concurrent issuance of £253 million of new Convertible Bonds due 2028 (the “New Bonds”) by ASOS with subscription by investors to be made by way of either (a) cash payment, or (b) exchange of Outstanding Bonds for New Bonds (the “Exchange” and, together with the Tender, the “Tender and Exchange”), and (iii) an amendment and extension of ASOS’ existing debt facilities with specialist lender Bantry Bay Capital Limited until May 2027, with an option for a 12-month extension. 

The New Bonds and the Outstanding Bonds remaining after completion of the Tender and Exchange will both benefit from certain common security granted by members of the ASOS group, which will secure the liabilities owed to each of (i) ASOS’ existing super senior and senior secured creditors, and (ii) the new second lien creditors (the holders of the New Bonds and the remaining Outstanding Bonds from time to time). The purpose of the Tender and Exchange Offer and the amendment and extension of ASOS’ existing debt facilities is to proactively extend the maturity profile of ASOS’ debt and reduce net debt.

J.P. Morgan Cazenove is acting as Sole Bookrunner for the offering of New Bonds, and as Sole Dealer Manager for the Tender and Exchange.