Brazil's Imcopa begins consent solicitation for 10 3/8% notes, announces plan to reorganize

By Angela McDaniels

Tacoma, Wash., Oct. 4 - Imcopa Importacao, Exportacao Industria e Oleos SA and Imcopa International Cayman Ltd. have begun a consent solicitation for Imcopa International's $100 million 10 3/8% notes originally due in 2009, according to a company news release.

The companies are seeking to amend the terms and conditions of the notes, including those concerning the timing and amounts of principal and interest payments, and to conform them to the terms of an extrajudicial reorganization plan that Imcopa will seek to have confirmed under Brazilian law.

Holders will vote on the proposed changes at a meeting on Oct. 26. The deadline for submitting voting instructions is 11 a.m. ET on Oct. 22.

If the extraordinary resolution passes, noteholders who consented will receive a consent payment of $25.94 per $1,000 principal amount of notes.

In order for the extraordinary resolution to pass, noteholders representing 75% of the principal amount of notes outstanding must be present at the meeting and at least 75% of the votes cast must be in favor of the extraordinary resolution.

The company said that on Sept. 15, it finalized the terms of the reorganization plan with bank creditors that hold a majority of the approximately $444 million amount outstanding under its credit facilities.

Imcopa plans to file a petition with the Brazilian court to confirm (homologacao) the reorganization plan. In order to obtain confirmation, the reorganization plan must be approved by creditors holding three-fifths of each affected class of Imcopa's debt. The bank creditors hold enough debt to represent sufficient support for the plan from Imcopa's secured creditors. Consents are being soliciting from the noteholders to achieve the necessary support for the reorganization plan from Imcopa's unsecured creditors.

Imcopa said that it will pursue the reorganization plan even if the extraordinary resolution is not passed at the meeting, in which case the votes of any noteholders in favor of the extraordinary resolution may be counted for the purpose of demonstrating the approval of the reorganization plan. As a result, noteholders who submit consents may be deemed, as a matter of Brazilian law, to have consented to the reorganization plan even if the extraordinary resolution is not passed.

The noteholder meeting will be held at the offices of note trustee Bank of New York Mellon in London. Noteholders who do not wish to attend the meeting in person or appoint a proxy can submit electronic voting instructions via Euroclear Bank SA/NV or Clearstream Banking, SA.

The solicitation agent is HSBC Securities (USA) Inc. (888 HSBC-4LM, 212 525-5552, +44 20 7991 5874 or liability.management@hsbcib.com). The information agent is Lucid Issuer Services Ltd. (+44 207 704 0880 or imcopa@lucid-is.com).

Imcopa makes soybean products and is based in Araucaria, Brazil.

© 2015 Prospect News.
All content on this website is protected by copyright law in the U.S. and elsewhere. For the use of the person downloading only.
Redistribution and copying are prohibited by law without written permission in advance from Prospect News.
Redistribution or copying includes e-mailing, printing multiple copies or any other form of reproduction.