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Minerva launches tender offer, consent solicitation for 8¾% perpetuals
By Marisa Wong
Morgantown, W.Va., March 19 – Minerva Luxembourg SA announced that HSBC Securities (USA) Inc. has begun a cash tender offer for any and all of the $300 million outstanding 8¾% perpetual notes issued by Minerva Luxembourg and guaranteed by parent company Minerva SA.
In connection with the tender offer, Minerva Luxembourg is also soliciting consents from noteholders to adopt amendments to the indenture governing the notes.
The proposed amendments would 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 require the consents of holders of a majority in principal amount of outstanding notes.
The tender offer and consent solicitation will expire at 11:59 p.m. ET on April 16.
Holders who tender their notes and deliver consents at or prior to 5 p.m. ET on April 3, the early tender date, will be eligible to receive the total consideration. The total consideration is $1,055 per $1,000 principal amount of notes and includes an early tender payment of $30.
Holders tendering after the early deadline will not be entitled to receive the early tender payment and will instead receive a tender offer consideration of $1,025 for each $1,000 principal amount.
Holders will also receive accrued interest.
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.
The tender offer is subject to a new financing condition but is not conditioned on 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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