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REPORT ON THE CONSOLIDATED FINANCIAL STATEMENTS
Convertible bonds
On 31 October 2013, the Parent Company placed convertible bonds among institutional investors, for a total of €250,000 thousand, with the
following characteristics:
Amount of the issue
€250,000,000
Nominal value of the bond
€100,000
Maturity
5
Rank of debt
Unguaranteed senior
Issue price
100%
Coupon
4%
Exchange price
€4,919
Conversion premium
30%
Redemption price
100%
Maximum number of shares to issue
50,823,338
In certain circumstances, at the request of the bondholder or Parent Company, this instrument may be redeemed or converted early.
This transaction is considered an instrument comprising liabilities and equity, with the equity at the time of issuance worth €27,230 thousand.
As it is commonplace for this type of issue, and in order to enhance the liquidity of the instrument on the secondary market, NH Hotel Group, S.A.
signed a security loan agreement with the placing entities for up to 9 million treasury shares. This loan bears interest at 0.5% and was drawn to the
extent of 8.4 million shares at 31 December 2014 (see Note 15.3).
Guaranteed senior notes
On 30 October 2013 the Parent Company placed guaranteed senior notes, which mature in 2019, at the nominal value of €250,000 thousand. The
nominal yearly interest rate for said issuance of notes is 6.875%.
This line of financing requires adherence to a series of financial ratios that, to 31 December 2014, have been fully met.
Syndicated loan
In November 2013, one of the Group’s companies and a group of eight financial entities signed a new syndicated loan worth €200,000 thousand
with a final maturity date at four years, in November 2017. This syndicated loan comprises two tranches:
• Tranche A: taken out as a business loan of €133,333 thousand with €19,000 thousand maturing on each of the first three annual anniversaries
from the effective date on which the syndicated loan was granted, and a final maturity on the fourth annual anniversary of €76,333 thousand.
In November 2014 the first repayment of €19,000 thousand was made. The balance pending amortisation at 31 December 2014 was €114,333
thousand.
• Tranche B: taken out as a revolving business credit of €66,667 thousand with quarterly drawdowns and final maturity in November 2017. The
balance pending amortisation at 31 December 2014 was €10,000 thousand.
As regards this financing, the commitment remains to adhere to a series of financial ratios, measured twice yearly; at 31 December 2014, these have
been met in full.
The guaranteed senior notes and the syndicated loan share first tier mortgage guarantees on NH Group hotels in Spain (NH Eurobuilding) and the
Netherlands (NH Barbizon Palace, NH Conference Centre Leeuwenhorst, NH Conference Centre Koningshof, NH Schiphol Airport, NH Conference
Centre Sparrenhorst, NH Zoetermeer, NH Naarden, NH Capelle, NH Geldrop, NH Best and NH Marquette), pledging 100% of the shares in H.E.M.
Diegem, B.V. and Onroerend Goed Beheer Maatschappij Van Alphenstraat Zandvoort, B.V., and pledging 60% of the shares in the company NH Italia,
and the joint and several guarantee payable on demand of the Group’s main operating companies that are wholly owned by the Parent Company.
The senior secured obligations and the syndicated loan contain clauses limiting the distribution of dividends.
In the context of the restructuring of the financial debt of Donnafugata, in December 2014 NH Europa, S.A. assumed a debt of €7,000 thousand. The
rest of the financial debt associated with Donnafugata is recorded in note 9.
