Supported by c. 62% of Senior Secureds, and c. 55% of all Creditors
All other Creditors are invited to accede to the Support Agreement before applicable deadlines to benefit from consent fees
Recapitalizes with CHF 200m of New Money Funding from Sponsors, Extends Debt Maturities by c.3 Years and Provides Material Credit Enhancements for Creditors
Arxada’s results for the quarter and year ended December 31, 2025, are now available for Creditors
Basel, Switzerland – May 12, 2026 - Herens Midco S.à r.l. (“Arxada” or the “Company” and, together with its subsidiaries, the “Group”) is pleased to announce that it has agreed a recapitalization and amend & extend transaction (the “A&E Transaction”) with its key financial stakeholders, including its shareholders (“Sponsors”) and creditors representing c. 62% by value of its senior credit facilities (“Senior Facilities”) and its senior secured notes (the “SSNs” and, together with the Senior Facilities, the “Senior Secureds”), comprising c. 62% of its Senior Facilities and c. 60% of its SSNs. C. 20% of its fixed rate senior unsecured notes (the “SUNs” and, together with the Senior Secureds, the “Creditors”) have also agreed to support the A&E Transaction, which together with the Senior Secureds represents c. 55% of all Creditors. The Group will determine whether to implement the A&E Transaction on a fully consensual basis or through alternative implementation options as further outlined below depending on the level of participation from remaining Creditors.
“The proposed transaction represents a proactive step to strengthen our capital structure well ahead of maturities, and the support of our sponsors and major creditors demonstrates their confidence in the business. We look forward to working with our stakeholders to implement the transaction, which will provide us with additional runway into 2031–2032 and reinforce liquidity through new sponsor support. Together with the commercial progress we are making, we believe that this transaction will enable us to execute our strategic plan.” – Peter Frauenknecht, Chief Financial Officer of Arxada
A&E Transaction
Key highlights of the proposed A&E Transaction include:
· Significant recapitalization of the Group through a CHF 200m new money injection from the Sponsors on a junior basis to the Senior Secureds, with net proceeds used to repay drawn revolving facility loans and enhance liquidity
· Extension, at par, of debt maturities by c.3 years to 2031 for the Senior Secureds and 2032 for the SUNs, providing significant visibility towards cyclical recovery
· Amendments to certain covenants under our principal financing arrangements
The A&E Transaction is conditional on receiving the support of 75% of the Senior Secureds as well as other customary conditions, including the provision of the Sponsors’ new money.
The Group intends to engage with its stakeholders to consummate the A&E Transaction in Q2/Q3 2026, with time to completion subject to the determined implementation route.
The Group’s objective is to implement the A&E Transactions on a fully consensual basis under the terms of the existing financing arrangements, which requires consent of all holders of the Senior Facilities (other than those abstaining), at least 90% of the SSNs and at least 90% of each of the SUNs instruments by value. The Group is and will be engaging with Creditors to obtain consents to achieve the fully consensual implementation. Alternatively, if greater than 75% but less than the required majorities of Senior Secureds to implement the transaction consensually participate, the A&E Transaction may be implemented through an English scheme of arrangement or other formal process.
If less than 75% of the SUNs participate in the A&E Transaction, alternative implementation options are available to implement the A&E Transaction.
The long stop date for implementation of the A&E Transaction is 31 October 2026.
FY 2025 Financial Report and Earnings Conference Call
The Company’s results for the quarter and year ended December 31, 2025 are now available to Creditors on the Company’s debt domain investor portal. The Company will also host a conference call on Monday, May 18, 2026 to discuss its FY 2025 financial results. The conference call will be by invitation only and further details regarding the timing and details for the call will be provided on the Company’s debt domain investor portal.
The Transaction Support Agreement
The Company has entered into a transaction support agreement (“TSA”) with Creditors representing c. 62% of the Senior Secureds and c. 20% of the SUNs and the Sponsors, which establishes a framework for the implementation of the A&E Transaction. The TSA provides customary terms committing the parties to support the A&E Transaction, subject to the terms and conditions set forth therein. Further Creditors are completing their internal processes and the Group’s aim is to achieve the consents detailed above.
Consent premiums
Creditors who consent to the A&E Transaction by acceding to the TSA will benefit from:
· Early bird premium of 0.25% of principal of debt held by Creditors which are supporting Creditors by end of 22 May 2026, to be capitalized at transaction close
· Additional consent premium of 0.25% of principal of debt held by Creditors which are supporting Creditors by end of 28 May 2026, to be capitalized at transaction close
Investor Update Presentation
For further information on Arxada’s projected financial performance and the A&E Transaction, the Group has prepared an Investor Update Presentation.
For copies of the TSA and the Investor Update Presentation, Creditors are invited to please visit: https://deals.is.kroll.com/arxada. The Investor Update Presentation will also be made available on the Company’s debt domain investor portal.
The Group encourages all Creditors who wish to access further information relating to the A&E Transaction and accede to the TSA to contact Kroll Issuer Services Limited, the exchange and tabulation agent, via email at arxada@is.kroll.com for administrative information.
If Creditors have questions on the A&E Transaction, please email the Sponsors and/or the Company at the contact details provided below.
Bain Capital
Maria Andrisani
MAndrisani@BainCapital.com
Cinven
Christopher Anderson
Christopher.Anderson@Cinven.com
Arxada
Emily Johnson
emily.johnson@arxada.com
Arxada is a global leader in innovative solutions that protect our world. Our groundbreaking technologies, in-depth regulatory know-how, manufacturing and process development help our customers to safeguard nutrition, health and infrastructure efficiently through chemistry and biotechnology that enhance sustainability. We offer a broad portfolio of ingredients and services for multiple end-markets that include Human Health & Nutrition, Home & Personal Care, Professional Hygiene, Paints & Coatings and Wood Protection. With customers in more than 100 countries, the company achieved sales of CHF 2billion in 2024. Headquartered in Basel (Switzerland), Arxada employs 3,200 associates across 24 production sites and 14 R&D centers, all committed to our customers’ success.
To learn more about Arxada visit our website arxada.com and Arxada on LinkedIn
This release does not constitute an offer to sell or the solicitation of an offer to buy any securities, nor will there be any sale of securities referred to in this announcement, in any jurisdiction, including the United States, in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of such jurisdiction. Securities may not be offered or sold in the United States absent registration under the U.S. Securities Act of 1933, or an exemption from registration.
This release contains "forward-looking" information. The forward-looking information is based upon certain assumptions about future events or conditions and is intended to illustrate hypothetical results under those conditions. Actual events or conditions are unlikely to be consistent with and may materially differ from those assumed. Any views or opinions expressed in this release (including statements or forecasts) constitute the judgement of the Company as of the date of this material and are subject to change without notice. You are cautioned not to place undue reliance on any forward-looking information.