Singapore's Aspial begins consent solicitation for two series of notes

By Toni Weeks

San Luis Obispo, Calif., March 24 - Aspial Corp. Ltd. began a consent solicitation for its S$85 million of 5.2% notes due 2015 and S$65 million of 4.65% notes due 2014 issued under the company's S$150 million multicurrency medium-term note program.

Aspial is seeking consents to, inter alia, effect some proposed amendments to the trust deed and terms and conditions of the notes. The company wants to amend financial covenants under clause 7.2 of the trust deed and condition 3 (b) such that the covenants will be aligned with those under the issuer's S$500 million multicurrency medium-term note program established June 10, 2013, according to a notice. The proposed amendments will also increase the issuer's flexibility to pursue business opportunities and acquisitions that may arise, the notice said.

Specifically, Aspial seeks to

• Change the minimum consolidated tangible net worth to S$150 million from S$125 million;

• Eliminate the covenant for the maximum ratio of consolidated total borrowings to consolidated tangible net worth. That ratio is currently capped at 4.00 to 1.00 for the period from the start date of the trust deed to Dec. 31, 3.75 to 1.00 in 2014 and 3.50 to 1.00 from Jan. 1, 2015 and thereafter;

• Add a maximum ratio of consolidated net borrowings to consolidated total equity, which would be set at 4.00 to 1.00;

• Eliminate the minimum ratio of consolidated EBITDA to consolidated interest expense, currently 3.00 to 1.00; and

• Add a maximum ratio of consolidated secured debt to consolidated total assets, to be set at 0.70 to 1.00.

A noteholder who delivers a valid voting instruction in favor of the extraordinary resolution by 6 a.m. ET on April 3, the early consent date, will receive a consent fee of 0.35% of the principal amount of that noteholder's notes. A noteholder who votes in favor of the extraordinary resolution after the early consent date at the relevant meetings, to be held in Singapore on April 16, will receive a consent fee of 0.25% principal amount.

The payment of each series' consent fees is contingent on the respective resolution being passed and the execution of the supplemental trust deed and will be paid within 14 days of entry into the supplemental trust deed. Approval of amendments for one series of notes is not contingent on approval of the other series.

The meeting for each series requires a quorum of two or more persons representing more than 50% principal amount of the outstanding notes. The proposals need to be passed by a majority of at least 75% of the votes cast at the respective meetings.

Tricor Singapore Ptd. Ltd. (65 6236 3550/6236 3555) is the meeting agent. DBS Bank Ltd. (65 6222 4261) is the solicitation agent.

The Singapore-based investment holding company manufactures and retails jewelry, engages in property investment, provides building construction and contracting services and offers pawn brokerage services.

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