Minerva abandons tender offer for 8¾% perpetuals via HSBC

New York, April 16 – Minerva Luxembourg SA said it has terminated its tender offer for the $300 million of outstanding 8¾% perpetual notes guaranteed by parent company Minerva SA.

A condition to completion of the tender was that the company priced an offering of new notes.

“Given the current conditions in the international debt capital markets, Minerva Luxembourg has decided not to pursue an offering of new notes at this time,” Minerva said in a news release.

The company said it reserves the right to start a new tender at a later date but has not obligation to do so.

Minerva announced the tender on March 19 and subsequently on April 4 extended the early deadline to match the expiration of the offer.

HSBC Securities (USA) Inc. was carrying out the tender on Minerva’s behalf.

The expiration was set at 11:59 p.m. ET on April 16.

The early deadline was originally 5 p.m. ET on April 3.

With the extension, the purchase price was $1,055 per $1,000 principal amount plus accrued interest, regardless of when the notes are tendered in the offer.

Before the change, holders tendering after the early deadline would have received the tender offer price of $1,025 for each $1,000 principal amount, which excludes the early tender payment of $30 per $1,000 principal amount.

Holders tendering their notes will be considered to have delivered their consents to the proposed amendments, but no separate consent fee is being paid to those consenting holders.

Minerva is also soliciting consents from noteholders to amend the notes to eliminate substantially all of the restrictive covenants as well as some events of default and related provisions and to shorten the minimum notice period for the optional redemption of the notes to two business days.

The amendments required the consents of holders of a majority in principal amount of outstanding notes.

The tender offer had a financing condition but did not require the tender of any minimum principal amount of notes.

D.F. King & Co., Inc. (800 714-3311, 212 269-5550 or minerva@dfking.com) is the tender agent and information agent. BofA Merrill Lynch, HSBC Securities (USA) Inc., Itau BBA USA Securities, Inc., Banco Bradesco BBI SA and Banco BTG Pactual SA – Cayman Branch are dealer managers and solicitation agents.

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

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