United Terra Enterprises has announced the closing and issuance on September 10 of $150 million aggregate principal amount of senior notes due September 10, 2030, in a private offering that is exempt from the registration requirements of the U.S. Securities Act of 1933, as amended.
The notes bear interest of 11.5% per annum, which will be paid semi-annually on March 10 and September 10 to noteholders of record one business day before the relevant interest payment date during their term.
The notes have been assigned CUSIP H8969NAA1 / ISIN USH8969NAA12 and are traded electronically through the facilities of The Depository Trust Company, Euroclear and Clearstream Banking.
The Notes were issued outside the United States to persons that are not U.S. persons as defined in Regulation S of the Securities Act of 1933.
In addition, the Notes may not be offered, sold, delivered, or otherwise made available to any investor in any Member State of the European Economic Area that does not qualify as a qualified investor within the meaning of Art. 2 (e) Regulation (EU) 2017/1129 of the European Parliament and of the Council of 14 June 2017 except pursuant to an exemption from a requirement to publish a prospectus under the Prospectus Regulation.
The notes have not been and will not be registered under the U.S. Securities Act of 1933, as amended or the securities laws of any other jurisdiction. No rating agency rates the notes. UTP is undertaking no obligation to list the Notes on an exchange.
Neither the U.S. Securities and Exchange Commission, any state securities commission, nor any other U.S. or non-U.S. securities authority has approved or disapproved the notes or passed upon or endorsed the merits of the offering of the Notes or the accuracy or adequacy of the offering memorandum.
The offering memorandum has not been approved by any authority in its capacity as a competent authority under the Prospectus Regulation or any other regulation.
UTP engaged Abalone Capital Ltd and Countryserv International Inc. as co-dealers and lead managers for the notes.
