Viterra begins tender offer, consent bid for 6.406% notes due 2021

By Susanna Moon

Chicago, May 5 - Viterra Inc. said it began a cash tender offer for its C$200 million outstanding principal amount of 6.406% senior notes due 2021.

The total purchase price will be C$1,140 for each C$1,000 principal amount of notes tendered by 10 a.m. ET on May 21, the consent date.

The total amount includes C$30 a consent payment for each C$1,000 of notes.

Holders must tender their notes and deliver consents by the early tender date in order to receive the total amount.

The company also will pay accrued interest.

The tender off will end at 5 p.m. ET on June 5. Holders must be of record as of May 2.

Tendered notes may be withdrawn by the consent date.

Viterra is also soliciting consents for proposed extraordinary amendments and proposed special amendments and also is soliciting proxies for a noteholder meeting, according to a company press release.

Viterra said it also entered into a support and voting agreement with an arm's length noteholder who holds an aggregate principal amount of C$28.05 million, or 14%, of outstanding notes. The locked-up noteholder has agreed to tender notes under the offer and vote in favor of the resolutions.

In addition, other arm's length noteholders who hold about C$55.7 million, or 27.8%, of outstanding notes also plan to tender their notes and vote for the resolutions.

The supporting noteholders, however, have not entered into a binding agreement with the company.

Soliciting consents

The company is soliciting consents to align the reporting requirements under the notes indenture with Glencore Xstrata plc's public reporting requirements, to remove the application of positive covenants and events of default with regard to restricted subsidiaries of Viterra and to eliminate restrictions on related party transactions.

If the proposed extraordinary resolutions become operative, the notes indenture would be further amended to provide a guarantee by each of Glencore and its main operating subsidiaries, Glencore International AG and Glencore (Schweiz) AG and to add a corresponding negative pledge to the indenture restricting each of the parent guarantors and their respective material subsidiaries from pledging their properties or assets as security for present or future debt and make consequential amendments including expanding events of default relating to indenture covenant non-compliance, cross-acceleration on other debt, liquidation or wind-up and bankruptcy or insolvency events so that they apply to each of the parent guarantors, as well as to Viterra.

The proposed special amendments would provide Viterra with the right to redeem the notes for cash at a price equal to the tender offer payment plus accrued interest.

The offer is conditioned on the company obtaining the needed consents or noteholder approval at the meeting to be held at 10 a.m. ET on May 23 in Toronto.

The company must obtain consents from holders of at least 66 2/3% of the notes or 66 2/3% of the votes cast for the measure at the noteholder meeting.

For the proposed special amendments, the company must secure consents from holders of at least 95% of notes or at least 95% of the votes cast at the meeting.

CIBC World Markets Inc. (416 956-6171 or fax 416 594-7760) is the dealer manager and solicitation agent, and CST Trust Co. (800 387-0825, 416 682-3860, fax 514 985-8853, or banks and brokers call 416 682-3860 or 800-387-0825) is the depositary and tabulation agent. CST Phoenix Advisors (800 761-6578, or outside North America call 201 806-2222, email inquiries@phoenixadvisorscst.com or fax 888 509-5907) is the information agent.

Viterra is a Calgary, Alta.-based agribusiness company.

© 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.