Minerva Luxembourg announces cash tender offer for 7¾% notes due 2023

By Wendy Van Sickle

Columbus, Ohio, Aug. 31 – Minerva Luxembourg SA said HSBC Securities (USA) Inc. began a cash tender offer and a consent solicitation for any and all of Minerva Luxembourg’s $868,015,000 of outstanding 7¾% notes due 2023, according to a press release.

The notes are guaranteed by Minerva SA.

A total consideration of $1,065 for each $1,000 principal amount of notes is being offered to holders who tender their notes and deliver their consents by the early deadline of 5 p.m. ET on Sept. 14.

Holders who tender their notes after the early deadline will receive the total consideration, minus a $30 early tender payment per $1,000 principal amount of notes.

The company will also pay accrued interest.

Holders who tender their notes under the offer will be deemed to have delivered their consents to amendments proposed under the consent solicitation. Those amendments would eliminate substantially all of the restrictive covenants and certain events of default and related provisions from the note indenture.

The tender offer and consent solicitation will expire at 11:59 p.m., ET on Sept. 28.

For passage, the amendments require approval of holders of a majority in principal amount of the outstanding notes. The consent solicitation may be terminated if the requisite consents are not obtained, but notes tendered under the offer may still be accepted, in that event, according to the release.

The tender offer is expected to be funded by an issuance of new notes in an international capital markets offering.

The tender offer is not conditioned on the tender of any minimum principal amount of notes, but is subject to other conditions, including a financing condition.

D.F. King & Co., Inc. (800-714-3311, 212 269-5550 or Minerva@dfking.com) is the information agent for the tender offer and the consent solicitation.

Banco Bradesco BBI SA, HSBC Securities (USA) Inc., Itau BBA USA Securities, Inc., J.P. Morgan Securities LLC and Bank of America Merrill Lynch are the dealer managers and solicitation agents.

Minerva SA is a Barretos, Brazil-based food processor.

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