Exhibit (b)(8)
Deutsche Bank
Securitas AB Deutsche Bank AG
Bockenheimer Landstrasse 42
Attn: Hakan Winberg 60323 Frankfurt am Main
Executive Vice President and CFO Global Markets;
Olaf Bengtsson Syndicated Loans
Director Finance and Treasury Karl-Heinz Herweck
Telephone (49) 69 910 33313
Fax: +46 8 657 9874 Telefax (49) 69910 38793
2 August, 2000
USD 800,000,000 Revolving Credit Facility
Dear Sirs,
Further to our recent discussions Deutsche Bank AG is pleased to provide
you with this underwriting offer to arrange a USD 800,000,000 Syndicated
Revolving Credit Facility for Securitas AB upon the terms and conditions
as specified in the enclosed Summary Terms and Conditions (the "Term
Sheet").
Terms defined in the Term Sheet have the same meaning when used in this
letter unless otherwise defined or the context otherwise requires. The
terms and conditions of our underwriting offer include, without being
limited to, those set out in the Term Sheet and are subject to the
completion of loan documentation in a form and substance satisfactory to
all parties on or before 30 September 2000.
Depending on your preferences there are two alternatives to proceed upon
acceptance of this offer. Either, Securitas AB and Deutsche Bank AG would
very swiftly enter into a loan agreement on a bilateral basis and only
subsequently invite at least three of your core banks to join the
transaction, or as a second alternative, we would invite banks
immediately after the announcement of the Acquisition and then negotiate
documentation between Securitas AB, Deutsche Bank AG and all
participating banks. We would be gladly prepared to follow your
preferred alternative.
We would kindly ask for your acceptance of the terms and conditions set
out in this letter and the enclosed Term Sheet by close of business on
Monday, 7 August 2000.
We look forward to supporting you with this important Acquisition.
Yours sincerely,
Deutsche Bank AG
/s/ Birthe Bruhn-Leon /s/ Karl-Heinz Herweck
Birthe Bruhn-Leon Karl-Heinz Herweck
Agreed and accepted for and on behalf of Securitas AB
By: /s/ Hakan Winberg
Date: 3 Aug, 2000
Deutsche Bank
Securitas AB
USD 800,000,000
Revolving Credit Facility
Summary Terms and Conditions;
to the offer dated 2 August 2000
Borrower: Securitas AB ("Securitas").
Facility: Multi-Currency Revolving Credit Facility with
Extension Option.
Facility Amount: USD 800,000,000
(in words: United States Dollars eight hundred
million).
Currency: Securitas will have the option to utilise the
facility, or part of It, in any currency freely
available and convertible into Euro, whereas the
Lenders' firm commitment will be limited to Euro and
USD.
At no time there shall be more than three different
currencies outstanding.
Arranger and
Underwriter: Deutsche Bank AG.
Lenders: A club of about four international banks (including
Deutsche Bank Luxembourg S.A.) to be formed by
Deutsche Bank AG in co-operation with the Borrower-
Deutsche Bank will send invitations to the targeted
banks upon close consultation with Securitas after
these banks have been informed of the Purpose of this
Facility by Securitas.
Fact Agent: Deutsche Bank Luxembourg S.A.
Purpose: Financing for the acquisition of a strategic
shareholding in Beans (the "Acquisition") and general
financing requirements,
Availability: The Facility may be used, subject to the terms and
conditions of the facility agreement, upon four
business days' (in case of Euro or USD, three
business days) prior written notice to the Facility
Agent in minimum amounts and integral multiples of
USD 50 million, or the remainder of the Facility
Amount (or, if applicable, the equivalent thereof in
any optional currency), during the life time of the
facility agreement.
Deutsche Bank
The number of advances outstanding at any time will
be limited to five.
Final Maturity
Date: 31 March, 2001, subject to the Extension Option.
Extension Option: The Borrower may by written request to the Facility
Agent ex tend the Final Maturity Date until 31
December, 2001. Such ex tension request may be
delivered not later than 30 days prior to the Final
Maturity Date.
Repayment: Each advance will be repaid at the end of its
interest period and in any case at the Final Maturity
Date. Amounts repaid may be reborrowed pursuant to
the terms and conditions of the facility agreement.
Prepayment: The Borrower may prepay any advance in whole or in
part, subject to a 10-day notice period, minimum
amounts and inte-gral multiples of USD 50 million (or
equivalent), and breakage costs, if any.
Cancellation: The undrawn portion of the Facility may be cancelled
by the Borrower in whole or in pact, in minimum
amounts of USD 50 million (or equivalent), upon 30
days' written notice to the Facil-ity Agent. Any
amounts cancelled will reduce the Facility Amount and
may not thereafter be reinstated.
Mandatory
Prepayment: From the proceeds of:
(i) Any bond issue already mandated, or to be
mandated, if applicable;
(ii) Disposal of shares in Beans, if applicable.
Interest: The rate of Interest shall be the aggregate of:
(i) The London Interbank Offered Rate ("LIBOR") for
the re spective currency, and for deposits of a
duration comparable to the relevant interest period;
and
(ii) The Applicable Margin.
LIBOR shall be determined by reference to the
relevant Reuters screen.
If the Reuters service for LIBOR is not available, or
in case of GBP, these rates will be established by
reference banks.
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Deutsche Bank
Interest will be payable on drawings and will be
calculated on the basis of the actual number of days
elapsed and a year of 360 days (365 days where market
practice so requires) and is payable by the Borrower
at the end of each interest period, which shall be,
at the option of the Borrower, of a duration of one,
two, or three months.
Applicable Margin: 37.5 basis points per annum
until Securitas obtains long-term credit rating(s)
from either Moody's Investor Services and/or Standard
& Poor's Ratings Group.
If long-term credit rating(s) is obtained the margin
will be deter mined as set out below:
Rating Margin
------ ------
A+A1 or higher 27.5 basis points per annum
A/A2 32.5 basis points per annum
A-/A3 or 37.5 basis points per annum
BBB+/Baa1
BBB/Baa2 45.0 basis points per annum
or lower
if two ratings are assigned and those ratings are
split by one notch, the higher rating will apply. If
both ratings are split by more than one notch, the
average rating will apply. If the average rating
falls between two notches, the higher of these
notches will apply.
Commitment Fee: 18.76 basis points per annum, calculated on the
undrawn and uncancelled part of the Facility Amount.
Commencing on the date of the facility agreement, the
Com mitment Fee will be calculated on the basis of
the actual number of days elapsed and a year of 360
days, and is payable by the Borrower to the Facility
Agent quarterly in arrear and on the Final Maturity
Date.
Extension
Option Fee: 5 basis points flat on the extended facility amount.
The Extension Option Fee is payable by Securitas to
the Facility Agent within five days after the
extension of the facility.
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Deutsche Bank
Up-front Fee: 35 basis points flat calculated on the Facility
Amount including underwriting, arrangement and
participation fees;
thereof refundable if the tender offer for the
Acquisition fails to go ahead; 30 basis points,
calculated on the Facility Amount less 2.5 basis
points on each Lender's commitment excluding the
commitment of Deutsche Bank Luxembourg S.A.
The Up-front Fee is payable by Securitas to the
Facility Agent within five days after the date of the
facility agreement. In case Securitas and Deutsche
Bank will not enter in a facility agree ment because
the Acquisition is not made or fails to go ahead a
drop-dead fee of five basis points will be payable by
Securitas to the Facility Agent. No drop-dead fee
shall be payable in case of the transaction not
proceeding due to facts described under
Miscellaneous.
Agency Fee: USD 10,000 flat, payable by the Borrower to the
Facility Agent within five days after the date of the
facility agreement.
The Agency Fee and the Up-front Fee will be agreed
upon in a side letter between Securitas and Deutsche
Bank AG and are payable by the Borrower to the
Facility Agent within five days after the date of the
facility agreement.
Documentation: The documentation will substantially be based on the
docu mentation of the EUR 900.000,000 Multicurrency
Revolving Credit Facility dated 8 December, 1999 and
the facility agreement will contain appropriate
clauses for this type of transaction mutually
acceptable to all parties (conditions precedent to
include evidence of the completion of the Acquisition
and customary conditions precedent documents, inter
alia copies of all necessary consents and external
legal opinions including, without limitation, any
necessary FTC and European Antitrust approvals, and
no material adverse change having occurred since
December 31, 1999).
Taxes/other
Deductions: All amounts payable under the facility agreement
VVIII be made without set-off or counterclaim and
free of all taxes, withholdings, charges and
deductions of whatever nature. Any such taxes or
other deduction shall be for the account of the Bor-
rower, which shall furnish to the Lenders
certificates evidencing the payment of such taxes or
deductions and shall gross up and pay such additional
amounts as are required to ensure that the Lenders
receive the amount they would have received without
such taxes or deductions.
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Deutsche Bank
Transferability: Free transferability of a Lender's rights and
obligations under the facility agreement subject to
the prior consent of the Bor-rower which must not be
reasonably withheld or delayed.
Governing Law and
Jurisdiction: Laws of England.
Non-exclusive place of jurisdiction: London. Agent
for service of process in England to be appointed by
Securitas.
Legal Counsel: Allen & Overy as counsel of English low, and external
Swedish legal counsel to the Lenders.
Inhouse or external legal counsel to the Borrower.
Expenses: All reasonable expenses associated with the
development, preparation, negotiation and execution
of the facility agreement as well as any signing
ceremony and any publicity will be for the account of
Securitas, whether or not the facility agreement
shall be executed.
Clear Market: The borrower shall undertake that from the time of
award of the mandate for this transaction until its
signing, there will be no other transaction in favour
of the Borrower and/or any of its subsidiaries being
discussed or placed in the loan or capital market,
which in the opinion of the Arranger could have an
adverse effect on the syndication or the dosing of
this transaction.
Miscellaneous: These offered terms and conditions are subject to
(i) Prevailing present market condition until
signing of the facility agreement, and
(ii) There being no material adverse change in the
financial condition of the Borrower and/or any
of Its subsidiaries. Should there, however, in
the reasonable opinion of the Arranger be a
change in the market condition or In the
financial condition of Securitas and/or any of
its subsidiaries or a material non-disclosure of
Information, which in the opinion of the
Arranger would have a material adverse effect on
the possibility to syndicate the facility in the
market and the above placement prove Impossible
at the time, the Arranger shall consult with the
Borrower in order to find a mutually acceptable
solution.
The Borrower will provide the Arranger with the
information as is in the Arranger's opinion
necessary for the syndication of this
transaction.
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