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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 million, 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 euros.
As 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 3.1 million shares at 31 December 2015 (see Note 14.3)
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 euros.
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 2015, have been fully met.
Syndicated loans
In November 2013, NH FINANCE, S.A. and a group of financial entities signed a syndicated loan worth 200,000 thousand euros with a final maturity
date at four years, in November 2017. This syndicated loan comprises two tranches:
• Tranche A: via a commercial loan for 133,333 thousand euros; the balance pending amortisation at 31 December 2015 was 104,833 thousand
euros.
• Tranche B: via a revolving commercial credit for 66,667 thousand euros; the balance pending amortisation at 31 December 2015 was 66,667
thousand euros.
On 10 July 2015, NH FINANCE, S.A. and the financial entities formalised the renewal of the syndicated under the following terms: (i) the margin is
reduced from 4% (linked to a grid depending on the net financial debt/EBITDA ratio) to + 2.5% (no grid), (ii) the final expiry date is extended by
twelve months until October 2018, and (iii) the interim annual repayments of Tranche A are reduced from 19,000 thousand euros to 9,500 thousand
euros with the rest of Tranche A being delayed until 2018. In 2018, the year of its final expiry, both Tranche B, without interim payments, and the rest
of Tranche A will be repaid.
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.
On 13 February 2015 NH Hotel Group, S.A. signed a mortgage for 40,000 thousand euros with four Spanish financial institutions to refinance the
mortgage debt in Italy consolidated under the “IMI loan” (INTESA Bank Group) and reduce the financial expense from a fixed rate of 4.25% to
2.75% and extending the term by two years with expiry being November 2017 instead of 2015. Furthermore, the guarantees of five Italian assets are
replaced with a hotel in the Netherlands (NH Carlton). The annual amount of partial repayments increased to 8,000 thousand euros until its expiry
in 2017, when it will be fully repaid. The outstanding balance of amortisation at 31 December 2015 amounted to 32,000 thousand euros.
On 26 June 2015 NH Hotel Group, S.A. signed a mortgage for 36,000 thousand euros with three Spanish financial institutions to refinance the
mortgage debt in Germany and reduce the financial expense from a fixed rate of 5% to 2.50% and extending final expiry from June 2016 to October
2018. The guarantees continue to be the five German hotels. The annual amount of repayments increased to 3,000 thousand euros until its expiry in
2018, when it will be fully repaid. The outstanding balance of amortisation at 31 December 2015 amounted to 33,000 thousand euros.
As regards this financing, the commitment remains to adhere to a series of financial ratios, measured twice yearly; at 31 December 2015, these have
been met in full.
The senior secured obligations and the previously described syndicated loans 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 euros.
The outstanding balance of amortisation at 31 December 2015 amounted to 6,300 thousand euros.
