Oatly Group AB entered into privately negotiated agreements with certain investors pursuant to which Oatly agreed to sell and the investors agreed to purchase from Oatly $300 million aggregate principal amount of 9.25% convertible senior PIK notes due 2028.
Oatly also entered into a commitment letter to amend its sustainable revolving credit facility agreement, and a commitment letter documenting a $125 million term loan B credit facility commitment.
“We’re pleased with the confidence demonstrated by our anchor shareholders and new investors in advancing Oatly’s mission and fueling the tremendous global opportunity ahead for our organization,” Toni Petersson, CEO of Oatly, said. “With our operations better stabilized and business plan now fully funded, we are well-positioned to capitalize on the strong underlying global demand for our products and create significant, long-term value for our shareholders.”
On March 15, the company entered into a commitment letter reflecting a commitment to renew the company’s existing sustainable revolving credit facility agreement on a secured and guaranteed basis for a 3.5-year period (with a one year uncommitted extension option) with commitments of SEK 2,100 million ($199.7 million), coupled with an uncommitted incremental revolving facility option of up to SEK 500 million ($47.5 million), and an initial margin of 4.00% p.a. The renewal will also include a reset of the financial covenants and an amendment of certain other covenants.
The Company also entered into a commitment letter with Silver Point Capital for a $125 million commitment for a secured and guaranteed term loan B credit agreement. The term loan B credit agreement will reflect a tenor of five years, an initial margin of 7.50% p.a. for SOFR loans and 6.50% p.a. for base rate loans (with reference rate floors), certain financial covenants aligned with those in the amended sustainable revolving credit facility agreement and customary negative covenants.
The commitments under the commitment letters, each of which is valid for 60 days after the date of the commitment letters, are subject to, among other things, execution of satisfactory long-form documentation on the terms set out in the agreed term sheets and satisfaction of the agreed conditions precedent thereunder.
J.P. Morgan is acting as lead placement agent and physical bookrunner, Nordea is acting as joint placement agent and physical bookrunner, and Rabo Securities and BNP Paribas are serving as co-placement agents, on the issuance of the convertible senior PIK notes. J.P. Morgan is acting as lead left arranger and sole physical bookrunner, and Nordea Bank and Rabobank are joint bookrunners, on the term loan B offering. White & Case is acting as counsel to the company in connection with the transactions.
