India’s Rolta gets needed consents to amend 10¾% notes due 2018

By Marisa Wong

Madison, Wis., Nov. 3 – Rolta India Ltd. announced that subsidiary Rolta LLC obtained the majority consent necessary to amend its $200 million 10¾% senior notes due 2018.

The consent solicitation expired at 11:59 p.m. ET on Oct. 28.

As previously reported, Rolta India subsidiary Rolta Americas LLC began an exchange offer for Rolta LLC’s 10¾% notes due 2018 on Sept. 25. Noteholders were offered 8 7/8% senior notes due 2019, which will be issued and treated as a single series with Rolta Americas’ $300 million notes issued on July 24.

Rolta LLC solicited consents to amend some provisions of the 10¾% notes to conform them to the corresponding provisions of the 8 7/8% notes. Holders could give consent without tendering their notes.

In an earlier announcement, the issuer said that $73,345,000 principal amount, or 36.67%, of the outstanding 10¾% notes had been tendered prior to the expiration of the exchange offer on Oct. 24. All of the tendered notes were accepted for exchange.

The issuer entered into a supplemental indenture effecting changes to the 10¾% notes on Oct. 31. Consenting holders were paid the consent fee and tendered notes were exchanged for new 8 7/8% notes on that same day.

Previously, the exchange offer and consent solicitation were set to expire at 11:59 p.m. ET on Oct. 23. Originally, the consent expiration date was set at 5 p.m. ET on Oct. 8.

According to a prior announcement, the consent fee had also been increased. The consent fee is $2.50, increased from $1.00, for each $1,000 principal amount.

The company noted before that the purpose of the exchange offer is to lower the Rolta Group’s interest costs, extend the maturity profile of a portion of its debt and provide it with additional financial flexibility to pursue its strategic objectives.

The exchange offer was only made to eligible holders who are (i) qualified institutional buyers as defined in Rule 144A of the U.S. Securities Act of 1933 or located outside the United States or certain fiduciaries holding accounts for the benefit of persons located outside the United States. All noteholders were eligible to participate in the consent solicitation.

The information and exchange agent is D.F. King & Co., Inc. (212 269-5550, +44 207 920 9700, rolta@dfking.com or www.dfking.com/rolta).

Rolta India is a technology services company based in Mumbai.

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