Wm Morrison announces final results for tender offer, consents

By William Gullotti

Buffalo, N.Y., Dec. 1 – Market Bidco Ltd. announced the final results of its tender offer for any and all of the notes from four series issued by Wm Morrison Supermarkets plc and guaranteed by Safeway Ltd., according to a press release Wednesday.

The following amounts were tendered and accepted:

• £68,387,000 tendered, or 27.4%, of the £250 million outstanding of an original £400 million of 4.625% notes due Dec. 8, 2023 (ISIN: XS0717069073);

• £211,933,000 tendered, or 84.8%, of the £250 million outstanding of an original £400 million of 3.5% notes due July 27, 2026 (ISIN: XS0808629389);

• £176,222,000 tendered, or 70.5%, of the £250 million outstanding of an original £300 million of 4.75% notes due July 4, 2029 (ISIN: XS1083226321); and

• £348,369,000 tendered, or 99.5%, of the £350 million outstanding of an original £350 million of 2.5% notes due Oct. 1, 2031 (ISIN: XS2058692471).

As previously reported, tendering noteholders will receive £1,000 per £1,000 principal amount of notes, plus an early tender premium. The tender premiums were previously increased to £4.80 from £1.50 for the 2023 notes, to £3.80 from £1.50 for the 2026 notes, to £4.90 from £1.50 for the 2029 notes and to £2.80 from £1.50 for the 2031 notes.

Interest will also be paid to the settlement date.

Noteholders who tendered their notes also were deemed to have cast a vote in a consent solicitation to waive the change-of-control put right expected to arise due to the completion of the acquisition of all the shares of Wm Morrison by Market Bidco.

As part of the changes to the terms and conditions, a new put right for any future change of control would be granted to noteholders.

As of the Nov. 26 voting deadline and tender expiration,

• Aggregate votes were cast for £167,596,000, or 67% of the outstanding 2023 notes, with a total of £126.28 million, or 75.3% of the votes cast, in favor, including £57,793,000, or 23.1% of the outstanding amount, cast in favor through voting only instructions;

• Aggregate votes were cast for £226.6 million, or 90.6% of the outstanding 2026 notes, with a total of £213,683,000, or 94.3% of the votes cast, in favor, including £1.75 million, or 0.7% of the outstanding amount, cast in favor through voting only instructions;

• Aggregate votes were cast for £228,625,000, or 91.5% of the outstanding 2029 notes, with a total of £200.34 million, or 87.6% of the votes cast, in favor, including £24,118,000, or 9.6% of the outstanding amount, cast in favor through voting only instructions; and

• Aggregate votes were cast for £349,902,000, or 99.9% of the outstanding 2031 notes, with a total of £349,902,000, or 100% of the votes cast, in favor, including £1,533,000, or 0.4% of the outstanding amount, cast in favor through voting only instructions.

The extraordinary resolution was approved at each meeting of noteholders. Meetings were held via teleconference starting at 5 a.m. ET on Dec. 1.

Noteholders who voted in favor will receive a consent premium at £0.50 per note. Settlement will be on Dec. 2.

Assuming no noteholders exercise their put right, the remaining aggregate principal amount outstanding upon settlement will be about £181.5 million of the 2023 notes, £38.1 million of the 2026 notes, £73.8 million of the 2029 notes and £1.6 million of the 2031 notes.

In the case any put rights are exercised, the notes will be purchased by the company at par plus accrued interest up to, but excluding, the put right settlement date.

Dec. 6 is the deadline to exercise the put right, and Dec. 8 is scheduled for settlement of the put right.

BNP Paribas (+44 20 7595 8277, liability.management@bnpparibas.com), Goldman Sachs International (+44 20 7774 6343, liabilitymanagement.eu@gs.com), Merrill Lynch International (DG.LM-EMEA@bofa.com) and Mizuho International plc (+44 20 7090 6134, liabilitymanagement@uk.mizuho-sc.com) are acting as joint dealer managers.

The tabulation and tender agent is Lucid Issuer Services Ltd. (+44 20 7704 0880, morrison@lucid-is.com).

Wm Morrison is a Bradford, U.K.-based supermarket group. Clayton, Dubilier & Rice won an auction to purchase Wm Morrison for $9.5 billion, announced in early October.

© 2015 Prospect News.
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