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Kissner seeks consents for 7¼% notes due 2019 related to merger plans
By Susanna Moon
Chicago, April 20 – Kissner Milling Co. Ltd. said it began a consent solicitation to amend its 7¼% senior secured notes due 2019.
The consent solicitation is being made in connection with the proposed acquisition of the issuer and of Kissner Group Inc. by Krystal Acquisition Co. Inc., which is controlled by an affiliate of Metalmark Capital Partners Cayman II, LP, MCP II (Outbound), LP, MCP TE II (Outbound), LP, Metalmark Capital Partners II Co-Investment, LP, MCP (Silo) II AIF Offshore, LP, Metalmark Capital Partners II Executive Fund, LP and Silvertree-KMC II, LP, according to a company press release.
Under the notes indenture, the acquisition would constitute a change of control, which would require the issuer to make a change-of-control offer to purchase the notes at 101% of par plus interest, the release noted.
The issuer said it is soliciting holder consents to amend the notes indenture so that the acquisition would not constitute a change of control and that, as a result, a change-of-control offer would not be required after completion of the acquisition.
Also, the issuer is seeking consents to add to, amend, supplement or change defined terms and other provisions, including to treat certain payments to the investors or their affiliates after the acquisition in a similar way to payments of the issuer’s shareholders, the release added.
The consents are not needed to complete the acquisition, the company said.
The solicitation requires consents from holders of at least a majority of the outstanding notes.
The cash consent payment will be $2.50 per $1,000 principal amount.
The consent solicitation will end at 5 p.m. ET on April 24. Holders must be of record as of 5 p.m. ET on April 17.
Wells Fargo Bank, NA is the trustee and collateral agent.
Barclays (800 438-3242 or 212 528-7581 collect) is the solicitation agent. D.F. King & Co., Inc. (866 828-0221 or 212 269-5550) is the information agent and tabulation agent.
The issuer is a Cambridge, Ont.-based producer of rock salt and salt products primarily for de-icing.
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