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Carlyle to acquire Pioneer Credit

by Andrew Mayes | Dec 06, 2019
  • On 5 December 2019, Pioneer Credit Ltd (Pioneer, Company) announced it had entered into a Scheme Implementation Agreement (Scheme) with entities owned by The Carlyle Group (Carlyle). Carlyle is a global investment firm with USD222 billion of assets under management across 365 investment vehicles. Under the Scheme, it is proposed Carlyle will acquire 100% of the outstanding share of Pioneer for AUD1.82 per share. The date on which the Scheme becomes effective is currently targeted for April 2020.
  • The Scheme is subject to a number of conditions, including regulatory approvals and a minimum of 75% of shareholders approving the transaction. It is currently expected that this vote will occur in March 2020.
  • Carlyle is in discussions with Pioneer’s senior debt financiers regarding possible replacement senior financing by a replacement financier. The senior financiers have agreed to extend the existing standstill to 13 December 2019, on the basis that a replacement financier will replace the senior financiers on or before that date. Given this, the Company has requested its voluntary suspension of its securities continues until the earlier of the commencement of trading on 13 December 2019 or until the release of an announcement regarding the forementioned debt refinancing matters.
  • If the Scheme is effectuated, we believe a Change of Control will be triggered under the terms of Pioneer’s AUD40m 3mBBSW+5.25% 2022 Notes (Notes). Upon the occurrence of a Change of Control, each Noteholder will have the right to require Pioneer to redeem all or any part of such Notes at a redemption price equal to 100 per cent of the outstanding principal amount of each Note being redeemed (together with any accrued interest).
  • In our view, the events that are currently unfolding are in line with our prior expectations. Although there remains some uncertainty around satisfaction of all required conditions (including those related to the senior financing), Pioneer's board unanimous recommendation in favour of the Carlyle offer, together with certain commitments made by managing director Keith John (who also owns 8.30% of Pioneer) mean that we would view the likelihood of the Scheme completing as relatively high.

We will provide Noteholders with further updates as they materialise.

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