Shearman And Sterling

News June 17, 2014

Shearman & Sterling Advises Initial Purchasers on €715 Million High Yield Notes Offering of HEMA B.V.

Shearman & Sterling represented Credit Suisse, ABN AMRO, BNP PARIBAS, Citigroup, J.P. Morgan and The Royal Bank of Scotland as initial purchasers, led by Credit Suisse as Sole Global Coordinator and Physical Bookrunner, in connection with the offering of €715 million in a combination of senior secured floating rate notes due 2019 and 6.25% senior secured fixed rate notes due 2019 (together, the “Senior Secured Notes”) issued by HEMA Bondco I B.V. (a wholly owned subsidiary of Dutch Lion B.V., the parent of HEMA B.V. [“HEMA”]), and 8.50% senior notes due 2019 (the “Senior Notes”, and together with the Senior Secured Notes, the “Notes”) issued by HEMA Bondco II B.V. (a wholly owned subsidiary of Dutch Lion B.V.). The net proceeds from the issue and sale of the Notes will be used to refinance existing debt obligations of HEMA and its subsidiaries. The Senior Secured Notes will be guaranteed on a senior basis by certain subsidiaries of HEMA, and the Senior Notes will be guaranteed on a senior subordinated basis by certain subsidiaries of HEMA. The offering, which was conducted pursuant to Rule 144A and Regulation S under the US Securities Act, closed on June 17, 2014.

HEMA is a leading general merchandise retailer in the Benelux region, with operations in the Netherlands, Belgium, Luxembourg, France, Germany and Spain. HEMA designs, markets, sells and distributes products through its own stores and its franchisee stores, as well as through its e-commerce platform. HEMA offers an extensive range of products and services to consumers, including apparel, household goods, personal care items, food, insurance and photo processing.

The Shearman & Sterling team of lawyers in the firm’s London and Washington, DC offices was led by Capital Markets partner Apostolos Gkoutzinis and included counsel Paul Clews and associates Randy Nahle, Joseph Payne, and Kely Pesketzi, as well as Finance partner Iain Goalen, associates Phillip Stopford, Thomas Evans, Lauren Thompson, and Igor Stermsek and trainees Peter Gallagher and Inyoung Song. Partner Kristen Garry and associates Mary Jo Lang, Jack Prytherch, Gabriel Ng and Ryan Roberts advised on Tax matters. Associate Nicolas De Clercq and legal assistants Angeliki Cheimona and Judith Smit-Haffmans also provided assistance on the transaction.