Minerva amends terms of consent solicitation for 6˝%, 5 7/8% notes

By Sarah Lizee

Olympia, Wash., April 2 – Minerva SA said it amended some terms of its consent solicitation to amend the indentures governing the $1,289,042,000 of 6˝% senior notes due 2026 and $476,023,000 of 5 7/8% senior notes due 2028 issued by its Minerva Luxembourg SA subsidiary, according to a news release.

Minerva increased the consent fee to be paid to all consenting holders to $7.50 per $1,000 notes from $2.50 per $1,000 note previously.

Also, the proposed amendments to the definition of “material subsidiary” in the indentures will provide that Athena Foods SA, any of Athena's subsidiaries and any subsidiary of Minerva that becomes a direct or indirect parent company of Athena will not be a material subsidiary under the indentures; provided, however, to the extent that any direct or indirect parent company of Athena would constitute a material subsidiary without giving effect to its direct or indirect ownership interest in Athena, then that direct or indirect parent company will provide a guaranty of Minerva Luxembourg's obligations under the notes and the indentures.

Additionally, the proposed amendments and waivers will still become operative upon Minerva paying the consent fee, but the proposed amendments will only remain operative if the initial public offering is completed on or prior to Feb. 15, 2020.

If the IPO is not completed by then, then the proposed amendments will be automatically revoked.

Minerva also said it will use at least $250 million of the net proceeds from the IPO to purchase outstanding 2026 notes and/or 2028 notes within one year of closing the IPO.

As previously reported, Minerva announced on March 27 that it was seeking to amend the definitions of “material subsidiary” in the indentures to eliminate the requirement that Athena Foods SA, a Chilean subsidiary of Minerva, any of Athena's subsidiaries and any subsidiary of Minerva that becomes a direct or indirect parent company of Athena provide a guaranty of all of the obligations of Minerva Luxembourg.

Minerva is also seeking a waiver of any prior or existing non-compliance by Minerva to promptly cause Athena to provide a guaranty of the notes.

In September 2018, Minerva contributed all of its equity interests in all of its non-Brazilian entities to Athena. The proposed amendments and waivers are being made in connection with Minerva’s proposed initial public offering of up to 40% of Athena's common shares on the Santiago Stock Exchange.

The record date is 5 p.m. ET on March 26.

The offer expires at 5 p.m. ET on April 9.

D.F. King & Co., Inc. (800 290-6427, 212 269-5550 or minerva@dfking.com) is the tabulation agent, and BB Securities Ltd., Banco Bradesco BBI SA and Banco BTG Pactual SA – Cayman Branch are solicitation agents.

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

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