Victoria (LSE:VCP) has entered a transaction support agreement with Koch-affiliated entity KED Victoria Holdings and holders representing approximately two-thirds of its €166.6 million 3.75% senior secured notes due March 2028, replacing that debt with new second priority notes due 2031.
Under the deal, consenting noteholders will exchange their 2028 notes for up to €125 million of new second priority notes at a rate of €750 of new notes for each €1,000 of existing holdings, with a £3 million early-bird fee available to noteholders who accede within ten business days.
KED Victoria, which holds a separate position, will receive approximately €20.5 million of the new 2031 notes plus a non-interest-bearing contingent value right carrying a balance sheet liability of approximately £34 million, redeemable if cumulative EBITDA exceeds £400 million after closing or the company's market capitalisation surpasses £800 million.
Any noteholders who do not accede face having their 2028 notes written down to zero with no consideration received if the transaction completes via consent solicitation.
On trading, Victoria said full-year 2026 EBITDA came in broadly in line with guidance despite the Iran conflict, and that revenue has grown year-on-year since the start of the year, with a fuller financial update to follow at the FY26 results.
"We believe in Victoria's ability to execute on its profitability improvement plan," said Joe Scribbins, Managing Director of Koch Equity Development LLC.
