Metso gets OK to substitute Outotec as issuer of 2022, 2024 notes

By Wendy Van Sickle

Columbus, Ohio, Oct. 30 – Metso Corp. announced its successful solicitation of consents from holders of its series 22 €100 million fixed-rate notes due June 27, 2022 and its series 24 €300 million 1.125% senior notes due June 13, 2024, according to a news release on Wednesday.

The company asked holders of each series to pass an extraordinary resolution substituting Outotec Oyj as issuer, as reported on Oct. 8.

Additionally, holders are being asked to waive any breach or any alleged breach of the terms and conditions of the notes as may be caused by, or arise in respect of, a proposed demerger under which Metso’s minerals business would be transferred to Outotec.

Holders who delivered their consents by the early deadline were eligible to receive a consent fee of 50 basis points.

Holders who delivered consents after the early deadline were eligible to receive a consent fee of 10 bps.

The early deadline was 11 a.m. ET on Oct. 18.

The expiration deadline was 11 a.m. ET on Oct. 25.

Meetings for each series of notes were held on Oct. 30, with the extraordinary resolutions approved at each meeting. The waivers and extraordinary resolutions were to take effect on Wednesday, and Outotec is expected to be substituted as issuer of the notes in the second quarter of 2020, according to Wednesday’s update.

To be passed at a meeting, an extraordinary resolution required a majority of not less than three quarters of the votes cast.

The quorum required at a meeting of each series was two or more persons present in person holding notes or voting certificates or being proxies and holding or representing in the aggregate not less than three quarters in principal amount of the notes of the series.

Payment of the consent fee is expected on Nov. 6.

Citigroup Global Markets Ltd. (+44 20 7986 8969 or liabilitymanagement.europe@citi.com) and Nordea Bank AB (+45 6161 2996 or nordealiabilitymanagement@nordea.com) are the solicitation agents. Lucid Issuer Services Ltd. (+44 20 7704 0880 or metso@lucid-is.com) is the dealer manager.

The issuer is a Helsinki, Finland-based supplier of process industry machinery.

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