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Published on 3/23/2022 in the Prospect News Distressed Debt Daily, Prospect News Emerging Markets Daily and Prospect News Liability Management Daily.

Ukraine’s MHP clarifies consent bid launched for three series of notes

By Rebecca Melvin

Concord, N.H., March 23 – MHP SE and MHP Lux SA clarified its March 21 consent solicitation pertaining to $500 million of 7¾% notes due 2024 (Cusip: 55302TAD7), $550 million of 6.95% notes due 2026 (Cusip: 59318YAA6) and the $350 million of 6¼% notes due 2029 (Cusip: 59318YAB4).

The company clarified that the implementation of the proposed period for which MHP is seeking support is only for the first interest payment date for each series between March and May 2022. For the avoidance of doubt, no amendments are being sought of any existing terms for the second interest payment date scheduled between September and November 2022 or to any subsequent interest payment date.

If the requisite consents are received, the subsequent interest payment dates will remain subject to the same set of provisions including events of default as set forth in the indentures prior to the consent effective time.

The company also announced that it is planning to hold a call for holders of the notes at 10 a.m. ET on Friday. Details for the call will be provided by the solicitation agent, J.P. Morgan SE (em_europe_lm@jpmorgan.com).

As previously reported, the company is asking holders to consent to amend the indentures governing the notes to implement a 270-day extension of the grace period, following which an event of default will arise from the non-payment when due of the first 2022 interest payment on the notes.

Additionally, the amendments outline that during the support period, the company and its restricted subsidiaries will not be able to incur debt under ratio permissions; the “general basket” for the incurrence of permitted debt will be reduced to $10 million in total principal amount; and the company and its restricted subsidiaries will be prohibited from incurring new liens on existing debt for borrowed money, other than permitted refinancing debt relating to existing secured debt and from making restricted payment other than payments constituting permitted investments.

Further, the permitted investments general basket will be unavailable; the threshold at which an affiliate transaction must be approved by a majority of disinterested members of the board of directors shall be reduced to $1 million; and the company must provide a trading update detailing operational data relating to the group’s business segments within 25 days of the end of each calendar month.

Adoption of the amendments requires the consent of holders of a majority in principal amount for each series. The proposals for each series are inter-conditional on one another, unless waived by the company.

MHP said, as of March 21, it had $228 million of cash and undrawn working capital facilities of $154 million that are not available in the current environment. The company said its spring sowing needs will amount to about $160 million through June, with revenues accruing starting in September, in line with regular operations. The winter sowing campaign that would run from July through December 2022 would be another $100 million expense, the company said.

MHP said it is currently generating negative cash flows that are available for debt servicing due to lack of poultry and sunflower oil exports, disruptions of the distribution chain and the company’s humanitarian efforts.

Morrow Sodali Ltd. (203 609 4910, +44 20 4513 6933, +852 2319 4130 or MHP@investor.morrowsodali.com, https://bonds.morrowsodali.com/mhp) is the information and tabulation agent.

The issuer is a Kyiv, Ukraine-based agriculture-industrial company.


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