Argentina’s Mastellone Hermanos reports further early tender results

By Toni Weeks

San Luis Obispo, Calif., June 30 – Mastellone Hermanos SA announced the early tender results in its purchase and exchange offer for its collateralized refinancing fixed-rate debt due 2018 and collateralized refinancing floating-rate debt due 2015.

As of the June 25 early participation deadline, $4,094,916 principal amount, or 22.25%, of collateralized refinancing floating-rate loan debt due 2015 and $12,613,125, or 100%, of collateralized refinancing fixed-rate loan debt due 2018 was tendered and accepted, in each case, after giving effect to the June 30 amortization.

Early results for notes

The company announced last Friday the early results of the offer with respect to its four series of senior refinancing notes, including its series A collateralized senior refinancing notes due 2018, series B collateralized senior refinancing notes due 2018, C senior refinancing notes due 2018 and series D collateralized senior refinancing notes due 2015. The series A and C notes may be tendered for cash or exchanged into new class F notes, whereas the series B and D notes may be tendered for cash, as noted below.

As of June 25, investors had tendered $130,727,320 principal amount, or 94.52%, of the series A notes; $3,386,405 principal amount, or all, of the series C notes; $722,348 principal amount, or all, of the series B notes; and $8,885,688 principal amount, or 88.86%, of the series D notes.

No fixed-rate debt or floating-rate debt was reported last week, according to a company press release.

Offer deadlines

Holders of existing debt who still wish to participate in the offer must tender their debt by 5 p.m. ET on July 8. Holders who tender their debt after the June 25 early deadline will receive only the tender consideration or exchange consideration, as applicable, which does not include the $50 early tender consideration.

Holders may continue to tender notes until the end of the offer at 5 p.m. ET on July 8. The offer was previously pushed out from 5 p.m. ET on July 1. The acceptance date for notes tendered after the early deadline will be July 8, with settlement slated for July 10.

As reported, the early participation deadline was June 25, which was previously extended from 5 p.m. ET on June 18. The acceptance date as well as the settlement date for these early tenders is July 3.

As noted, tenders may be withdrawn by the end of the offer.

Offer terms, new notes

Mastellone set the coupon for the new series F notes to be issued in the offer at 12 5/8%, as announced on June 24.

As already reported, the company is offering the following:

• Holders of its outstanding $124,413,141 series A collateralized senior refinancing notes due 2018 and $2,847,764 series C senior refinancing notes due 2018 may exchange for each $1,000 principal amount of existing notes, $950 of the new series F notes. Holders of the series A and series C notes who tendered their notes by the early participation date were eligible to receive an additional $50 million of the series F notes.

Holders of the series A and series C notes may also tender their notes for a $950 cash payment. Holders who tendered their notes for purchase by the early participation deadline were to receive an additional $50 early tender consideration;

• Holders of the company’s $650,113 series B collateralized senior refinancing notes due 2018 and $12,973,500 collateralized refinancing fixed-rate debt due 2018 may tender their notes for purchase. The tender consideration is a cash payment of $950 per $1,000 principal amount of series B notes or fixed-rate loan debt. There was a $50 early tender consideration for each $1,000 of series B notes or fixed-rate loan debt tendered by the early participation deadline; and

• Holders of the company’s $7 million series D collateralized senior refinancing notes due 2015 and $23,416,240 collateralized refinancing floating-rate debt due 2015 may tender their notes for purchase. Holders will receive a cash payment of $950 for each $1,000 of series D notes or floating-rate debt and also received the $50 early tender consideration for notes tendered by the early participation deadline.

More offer details

As already noted, the offer for the existing debt is subject to a financing condition. The company needed to issue at least $200 million of new series F notes under the exchange offer and the concurrent offering, and proceeds from the new notes under the concurrent offering must be in an amount not less than the sum of the total dollar amount corresponding to the tender payment plus the early tender fee and the amount required to redeem or cancel any existing debt not purchased or tendered under the tender and exchange offer.

Mastellone previously said it would begin a roadshow on June 10 for a dollar-denominated issue of notes via BofA Merrill Lynch and Deutsche Bank Securities. The company announced on Friday that it priced $200 million of 12 5/8% notes due 2021.

Merrill Lynch, Pierce, Fenner & Smith Inc. (646 855-3401 or 888 292-0070) and Deutsche Bank Securities Inc. (212 250-2955 or 866 627-0391) are the dealer managers. Banco Santander Rio SA is the administrative agent. Bondholder Communications Group, LLC (attn.: Martha Herrera, mherrera@bondcom.com, 212 809-2663 or +44 20 7382 4580) is the information agent.

Mastellone Hermanos is a dairy company based in Buenos Aires.

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