Keystone Academic Solutions AS launches a written procedure to amend the terms and conditions of its senior secured bonds 2025/2029 and provides a financial update
Idag, 16:07
Keystone Academic Solutions AS launches a written procedure to amend the terms and conditions of its senior secured bonds 2025/2029 and provides a financial update
Oslo, 21 September 2026 – Keystone Academic Solutions AS (the “Issuer”) hereby announces that it has instructed Nordic Trustee AS (the “Agent”) under its FRN senior secured bonds 2025/2029 with ISIN NO0013462671 (the “Bonds”) to initiate a written procedure (the “Written Procedure”) for the purpose of seeking the Bondholders approval of certain amendments to the to the terms and conditions of the Bonds (the “Terms and Conditions”).
The Company have been in discussions with certain holders of the Bonds representing more than 50% of the nominal amount of the Bonds who has confirmed their support to the Proposal (as defined below) included in the Written Procedure.
To ensure equal access to information ahead of the Written Procedure, the Issuer also provides selected financial information from management’s current business plan.
In this press release, a capitalised term used but not defined herein shall have the meaning given to it in the Terms and Conditions.
Written Procedure
The Written Procedure includes, inter alia, the following main commercial points (the “Proposal”).
The maturity date of the Bonds is extended by two years, with the amount payable on the maturity date increased to 103.00% of the Nominal Amount plus accrued but unpaid interest.
The Issuer would also be permitted, at its option, to capitalise interest in respect of up to two Interest Payment Dates. The annualised all-in PIK interest rate applicable to both PIK periods would be 11.0%. The PIK Option may not be exercised in respect of any Interest Period falling after the original maturity date (3 February 2029).
The applicable call price is amended to 100.594% of the Nominal Amount at the original maturity date and would subsequently increase in six-month intervals during the extension period, from 101.5% to 103.0% at final maturity.
The proposed amendments would become effective subject to the Issuer receiving an equity contribution of NOK 94,795,000 (being the equivalent of USD 10,000,000 as of 18 September 2026).
The last day for voting in the Written Procedure is 7 October 2026 at 15:00 CEST. However, the Written Procedure may be concluded prior to the expiry of the voting period if the required majority is obtained.
For further information on the Proposal, including other terms not summarised above and eligibility and voting requirements, please see the notice of Written Procedure published simultaneously with this press release.
Financial Update
In connection with the announcement of the Written Procedure, the Company provides the following financial update.
Management’s current business plan estimates Group revenue of approximately
USD 70-72 million and adjusted EBITDA of approximately USD 9 million for 2026. The plan assumes that 2027 will remain a transition year, with revenue broadly stable and adjusted EBITDA temporarily affected by continued execution of selected investments and the timing of the cost programme.
From 2028, management expects revenue and earnings to improve as the announced cost actions are fully reflected, Search & Discovery stabilises and broadens its traffic and revenue mix, and Enrolment Services expands across existing and selected new markets. On this basis, management’s current business plan estimates Group revenue of approximately USD 83 million and adjusted EBITDA of approximately USD 21 million in 2029.
The business plan does not assume a rapid return to the 2022–2023 peak in international student enrolments. It assumes completion of the proposed equity and bond measures, delivery of the announced cost programme and disciplined execution of the Group’s targeted strategic investments.
The estimates above are based on management’s current business plan and assumptions as of the date of this announcement. The estimates are inherently uncertain, do not constitute a guarantee of future performance and actual results may differ materially. The Group does not intend to establish a practice of providing recurring financial guidance and will update the market where required by applicable law or the rules of Nasdaq Stockholm.
Keystone Academic Solutions AS launches a written procedure to amend the terms and conditions of its senior secured bonds 2025/2029 and provides a financial update
Idag, 16:07
Keystone Academic Solutions AS launches a written procedure to amend the terms and conditions of its senior secured bonds 2025/2029 and provides a financial update
Oslo, 21 September 2026 – Keystone Academic Solutions AS (the “Issuer”) hereby announces that it has instructed Nordic Trustee AS (the “Agent”) under its FRN senior secured bonds 2025/2029 with ISIN NO0013462671 (the “Bonds”) to initiate a written procedure (the “Written Procedure”) for the purpose of seeking the Bondholders approval of certain amendments to the to the terms and conditions of the Bonds (the “Terms and Conditions”).
The Company have been in discussions with certain holders of the Bonds representing more than 50% of the nominal amount of the Bonds who has confirmed their support to the Proposal (as defined below) included in the Written Procedure.
To ensure equal access to information ahead of the Written Procedure, the Issuer also provides selected financial information from management’s current business plan.
In this press release, a capitalised term used but not defined herein shall have the meaning given to it in the Terms and Conditions.
Written Procedure
The Written Procedure includes, inter alia, the following main commercial points (the “Proposal”).
The maturity date of the Bonds is extended by two years, with the amount payable on the maturity date increased to 103.00% of the Nominal Amount plus accrued but unpaid interest.
The Issuer would also be permitted, at its option, to capitalise interest in respect of up to two Interest Payment Dates. The annualised all-in PIK interest rate applicable to both PIK periods would be 11.0%. The PIK Option may not be exercised in respect of any Interest Period falling after the original maturity date (3 February 2029).
The applicable call price is amended to 100.594% of the Nominal Amount at the original maturity date and would subsequently increase in six-month intervals during the extension period, from 101.5% to 103.0% at final maturity.
The proposed amendments would become effective subject to the Issuer receiving an equity contribution of NOK 94,795,000 (being the equivalent of USD 10,000,000 as of 18 September 2026).
The last day for voting in the Written Procedure is 7 October 2026 at 15:00 CEST. However, the Written Procedure may be concluded prior to the expiry of the voting period if the required majority is obtained.
For further information on the Proposal, including other terms not summarised above and eligibility and voting requirements, please see the notice of Written Procedure published simultaneously with this press release.
Financial Update
In connection with the announcement of the Written Procedure, the Company provides the following financial update.
Management’s current business plan estimates Group revenue of approximately
USD 70-72 million and adjusted EBITDA of approximately USD 9 million for 2026. The plan assumes that 2027 will remain a transition year, with revenue broadly stable and adjusted EBITDA temporarily affected by continued execution of selected investments and the timing of the cost programme.
From 2028, management expects revenue and earnings to improve as the announced cost actions are fully reflected, Search & Discovery stabilises and broadens its traffic and revenue mix, and Enrolment Services expands across existing and selected new markets. On this basis, management’s current business plan estimates Group revenue of approximately USD 83 million and adjusted EBITDA of approximately USD 21 million in 2029.
The business plan does not assume a rapid return to the 2022–2023 peak in international student enrolments. It assumes completion of the proposed equity and bond measures, delivery of the announced cost programme and disciplined execution of the Group’s targeted strategic investments.
The estimates above are based on management’s current business plan and assumptions as of the date of this announcement. The estimates are inherently uncertain, do not constitute a guarantee of future performance and actual results may differ materially. The Group does not intend to establish a practice of providing recurring financial guidance and will update the market where required by applicable law or the rules of Nasdaq Stockholm.
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