Transcom Holding AB (publ) announces expiration and final results of consent solicitation and exchange offer for all of its Senior Secured Floating Rate Notes due 2026

Transcom Holding AB said its exchange offer to swap €380.0 million of senior secured floating‑rate notes due 2026 for new senior secured notes due 2030 received valid consents representing 94.03% of the outstanding principal and abstentions of 5.68%; eligible tenders will be accepted for settlement on Dec. 19, 2025, subject to customary settlement conditions and possible waivers, and supplemental indentures implementing the amendments will become operative. The privatelabel offer, limited to qualified institutional buyers and non‑US persons (Reg S) and excluding sanctions‑restricted holders, effectively extends Transcom’s secured debt maturity, materially reducing near‑term refinancing risk and reshaping the company’s liquidity profile while remaining unregistered in the U.S.

Analysis

Transcom Holding AB announced the expiration and final results of its consent solicitation and exchange offer to exchange €380.0 million of Senior Secured Floating Rate Notes due 2026 for new Senior Secured Floating Rate Notes due 2030, reporting valid and unrevoked consents representing 94.03% of the outstanding principal and abstentions representing 5.68%. Eligible tenders received before the 4:00 p.m. London expiration on December 16, 2025 will be accepted for settlement on December 19, 2025, subject to customary Settlement Conditions and the Company’s ability to waive certain conditions.

The transaction, conducted exclusively with qualified institutional buyers and non‑U.S. persons under Rule 144A and Regulation S and explicitly excluding sanctions‑restricted and retail EEA/U.K. investors, effectively extends secured debt maturities and materially reduces near‑term refinancing pressure for the firm if the Supplemental Indentures become operative. The offering is unregistered in the U.S. and limited in distribution, which narrows the investor base and may affect secondary liquidity and pricing dynamics for both the Existing and New Notes.

Key execution risks remain: the Settlement Conditions must be satisfied or waived for the amendments to become operative and approximately 0.29% of principal was neither consenting nor abstaining, so investors should confirm final documentation. The announcement cautions on forward‑looking statements and the Company’s lack of obligation to update, underlining the need to verify settlement outcomes and read the Consent Solicitation and Exchange Offer Memorandum in full or consult the listed dealer managers and the exchange and tabulation agent for definitive terms.

Key Decisions for Investors

• Treat the exchange as a credit‑positive liquidity event that materially reduces near‑term refinancing risk but wait for settlement confirmation on December 19, 2025 and the operative Supplemental Indentures before adjusting position sizes
• Credit investors should review the final supplemental indenture and New Note economic and covenant terms and consider reducing short‑dated credit hedges only after confirming no adverse waivers or carve‑outs were made
• Only qualified institutional buyers and Reg S investors are eligible; do not assume retail access—monitor secondary liquidity and sanctions disclosures and engage the listed dealer managers or Kroll for definitive documentation and any remaining holdout exposure