Helios Towers Nigeria asks 8 3/8% noteholders to waive put option

By Angela McDaniels

Tacoma, Wash., March 29 – Helios Towers Nigeria Ltd. subsidiary Helios Towers Finance Netherlands BV began a consent solicitation for its $250 million 8 3/8% guaranteed senior notes due 2019, according to a company filing with the London Stock Exchange.

Helios Towers Nigeria has agreed to be acquired by IHS Holding Ltd. The issuer is asking the noteholders to grant a waiver of the change-of-control put option and to approve modification of the trust deed to revise the definition of “permitted holder” to include IHS and any related person of IHS.

Under the terms of the notes, the holders will have a put option at 101 if both a change of control and a change-of-control rating decline occur, the latter being defined as the rating on the notes falling to at least one notch below the rating assigned at issuance.

Helios Towers Nigeria does not expect the acquisition to result in a change-of-control ratings decline but wants to remove any “unforeseen liquidity requirements” relating to an unexpected ratings decline, according to the filing.

On March 14, Fitch Ratings affirmed the company’s long-term issuer default rating at B with a stable outlook. On March 21, Standard & Poor's affirmed the company’s long-term corporate credit rating at B and revised the outlook to positive from negative.

The acquisition is subject to legal and regulatory conditions and is expected to close in the second quarter of 2016.

Noteholder meeting

Noteholders will vote on the proposal at 5 a.m. ET on April 22 in London.

The deadline for voting or obtaining forms of proxy or voting certificates entitling holders to attend and vote at the meeting is 5 a.m. ET on April 20. The early voting deadline is noon ET on April 8.

The issuer is offering a consent fee. Holders who submit a voting instruction in favor of the extraordinary resolution by the early voting deadline will be eligible to receive $2.50 for each $1,000 principal amount of notes. Holders who do so after the early voting deadline but prior to the expiration deadline will be eligible to receive $1.00 for each $1,000 principal amount of notes.

The solicitation agent is Merrill Lynch International (44 20 7996 1103 or DG.LM_EMEA@baml.com). The tabulation agent is Lucid Issuer Services Ltd. (44 207 704 0880 or htn@lucid is.com).

Helios Towers Nigeria is a telecom tower company based in Lagos, Nigeria. IHS is a mobile telecommunications infrastructure provider based in Port Louis, Mauritius.

© 2015 Prospect News.
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