Olam to settle consent fees, exchange for five note series on March 23

By Marisa Wong

Los Angeles, March 11 – Singapore’s Olam International Ltd. announced it expects to settle its previously announced exchange offer and consent solicitation on March 23.

The company set March 23 as the settlement date, because it expects all the conditions to the exchange and consent solicitation to be satisfied by that date.

Olam mentioned in a March 3 announcement that the court had sanctioned its scheme of arrangement and that the scheme is expected to become effective on March 15. The scheme condition is one of the conditions to the exchange offer and consent solicitation.

On the settlement date, the company will pay the consent fees, deliver the exchange consideration, execute the deeds of novation for its 5˝% perpetual securities and 5 3/8% perpetual securities and issue the new 5 3/8% perpetual securities.

After execution of the deeds of novation, Olam Group Ltd. will replace Olam International as the issuer of the 5˝% and 5 3/8% perpetuals.

Consents

On Feb. 10 Olam announced it obtained the necessary votes to pass the extraordinary resolution presented at the noteholders’ meeting held at 4:10 a.m. ET on Feb. 9.

Olam had launched a consent solicitation on Jan. 18 for its S$600 million 4% notes due 2026 (ISIN: SGXF63577419).

The company asked noteholders to, among other things, waive any and all potential events of default or events of default that have arisen or may arise due to some proposed transactions including a proposed restructuring, proposed dividend in specie, proposed disposal, proposed dilution and proposed demerger; and any and all potential events of default or events of default that have arisen or may arise due to Olam’s S$500 million 6% notes due 2022 (ISIN: SG6X10986208) and $300 million 4 3/8% notes due 2023 (ISIN: XS1575977365) or any series of private notes becoming capable of being declared due and repayable as a result of the failure by the issuer to obtain the aforementioned restructuring-related waivers. The private notes include yen- and U.S. dollar-denominated notes.

Olam will pay a consent fee, but this is conditioned on, among other things, the lodgement of the scheme court order with the registrar of companies. The settlement date was expected to be no later than the seventh business day following the satisfaction of the consent settlement conditions. As of the Feb. 10 announcement, there was no fixed date for the satisfaction of the scheme condition.

The company offered an early consent fee of 0.5% of the principal amount of notes for which voting instructions had been delivered by 4 a.m. ET on Jan. 31, the early consent deadline. Holders who delivered voting instructions after the early deadline but before 4 a.m. ET on Feb. 7, the expiration time, will be eligible to receive the expiration time consent fee of 0.25%.

Exchange offer

Olam had also launched on Jan. 18 the exchange offer covering five series of Singapore dollar- and U.S. dollar-denominated notes, including the 2022, 2023 and 2026 notes mentioned above.

The offer was being made in connection with the company’s plan to reorganize into three operating groups, and it pertained to the following:

• S$500 million 6% notes due 2022 (ISIN: SG6X10986208);

• $300 million 4 3/8% notes due 2023 (ISIN: XS1575977365);

• S$600 million 4% notes due 2026 (ISIN: SGXF63577419);

• S$350 million 5˝% subordinated perpetual securities (ISIN: SG7DJ3000005); and

• S$550 million 5 3/8% subordinated perpetual securities (ISIN: SGXF39597590).

In addition to seeking consents to waive any potential event of default under the existing securities, the company sought to amend the indenture of the 2023 notes to include a make-whole call option.

The company also sought to exchange any and all of its 5˝% subordinated perpetuals for new perpetual securities to be consolidated and form a single series with the existing 5 3/8% perpetual securities.

Bank of New York Mellon, London Branch is the trustee.

Tricor Singapore Pte. Ltd. (+65 6236 3550 / 3555, is.corporateactions@sg.tricorglobal.com) was the CDP meeting agent.

HSBC, Singapore Branch (+65 9170 5738, +852 3941 0223, liability.management@hsbcib.com) and Standard Chartered Bank (Singapore) (+65 6596 9645, DCM.Singapore@sc.com) were the dealer managers for the exchange offer and consent solicitation.

Morrow Sodali Ltd. (olaminternational@investor.morrowsodali; +44 20 4513 6933; +852 2319 4130) was the information and tabulation agent.

Olam is a Singapore-based supply chain manager and processor of agricultural products and food ingredients.

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