CONCEPCIÓN, Paraguay, July 10, 2020 /PRNewswire/ -- Frigorífico Concepción S.A. (the "Company") announced today that it has commenced a solicitation of consents (the "Consent Solicitation") to holders of its 10.25% Senior Secured Notes due 2025 (the "Notes") for waivers of certain provisions of the Indenture governing the Notes, dated as of January 29, 2020 (the "Indenture"), among the Company, as Issuer, each of the Guarantors party thereto, Wilmington Trust, National Association, as Trustee, Registrar, Paying Agent and Securities Intermediary (the "Trustee"), and GLAS Americas LLC, as collateral agent (the "Collateral Agent").
The Consent Solicitation is being made on the terms and subject to the conditions contained in the Consent Solicitation Statement dated July 10, 2020 (the "Consent Solicitation Statement") prepared by the Company in connection with the Consent Solicitation and is subject to the solicitation and distribution restrictions set out below and as more fully described in the Consent Solicitation Statement. Holders of the Notes are advised to read carefully the Consent Solicitation Statement for full details of, and information on the procedures for participating in, the Consent Solicitation.
The Notes were originally issued on January 29, 2020 in an aggregate principal amount of US$100,000,000. As of the date of the Consent Solicitation Statement, US$100,000,000 in aggregate principal amount of the Notes remains outstanding.
If approved, the waiver (the "Default Waiver") will give effect to the following:
a waiver of any deemed or actual Default or Event of Default arising as a result of the court judgment rendered against the Company on January 25, 2018 by the Arbitrazh Court of Saint-Petersburg and Leningrad Region, Russia, for the payment of an amount of US$5,337,681 in respect of a claim against the Company by Limited Liability Company "General Food Corporation "Rubezh" (the "Rubezh Judgment");
a waiver of any Default or Event of Default related to the Rubezh Judgment including, but not limited to, any alleged, deemed or actual failure to comply with any related notification requirements under the Indenture whatsoever; and
rescission of any alleged, deemed or actual acceleration, if any, of the Notes, and any consequences thereof, as a result of, or in connection with, such deemed or actual Event of Default.
If the Default Waiver becomes effective, the amount of the Rubezh Judgment would not be taken into account in calculating the aggregate amount of undischarged judgments under Section 4.01(h) of the Indenture. For the avoidance of doubt, the proposed waiver of the Event of Default under Section 4.01(h) of the Indenture is limited to Rubezh Judgment.
Only those holders who are direct participants in DTC on July 9, 2020 (the "Record Date") at 5:00 p.m., New York City time, will be entitled to submit a consent. Holders who acquire Notes after the Record Date will not be able to submit a consent. The Consent Solicitation is being made on the terms and subject to the conditions set out in the Consent Solicitation Statement. The Company will pay a fee (the "Consent Payment") in an amount equal to US$2.50 for each US$1,000 of outstanding principal amount of Notes to holders of Notes whose validly delivered consent is accepted pursuant to the Consent Solicitation Statement on the date the Default Waiver becomes effective. Holders that do not deliver valid consents, or who revoke consents prior to the Expiration Time of the Consent Solicitation, will not receive the Consent Payment even if the Default Waiver is granted. Holders that deliver valid Consents which are accepted by the Company will not receive a Consent Payment if the Default Waiver is not made effective.
Identifiers for the Notes consist of CUSIP Numbers 358649 AA9 and P40568 BW9; ISIN Numbers USP40568BW95 and USP40568BW95, and Common Codes 211279079 and 211292440.
The Default Waiver will become effective only if valid consents from holders of not less than a majority in aggregate principal amount of the outstanding Notes have been validly delivered and accepted pursuant to the terms of the Consent Solicitation, the Consent Payment has been paid and the other conditions described in the Consent Solicitation Statement have been either satisfied or waived by the Company.
Holders representing a majority of the outstanding principal amount of the Notes have expressed to the Company their intention to support the proposed Default Waiver on the terms and conditions detailed in the Consent Solicitation Statement.
Frigorífico Concepción S.A. reserves the right in its sole discretion to reject any and all consents. The Company also reserves the right to waive or modify any term of, or terminate, the Consent Solicitation at any time and in its sole discretion.
The Expiration Time for the Consent Solicitation is 5:00 p.m., New York City time, on July 17, 2020 (as such time may be extended by Frigorífico Concepción S.A. in its sole discretion, the "Expiration Time"). Frigorífico Concepción S.A. may terminate the Consent Solicitation at any time in its sole discretion.
The Company will host a conference call for holders of the Notes on Tuesday, July 14, 2020 at 11:00 a.m. United States Eastern Time (ET). Holders of Notes that are interested in participating in the conference call should contact the Information and Tabulation Agent to obtain the dial-in details.
Capitalized terms used but not defined in this communication have the meanings specified in the Consent Solicitation Statement.
This announcement is for informational purposes only and is not a solicitation of consents of any holders Notes. The solicitation of consents of holders is only being made pursuant to the Consent Solicitation Statement. Holders of Notes should read the Consent Solicitation Statement carefully prior to making any decision with respect to providing its consent because it contains important information.
The Company will make (or cause to be made) all announcements regarding the Consent Solicitation by press release in accordance with applicable law.
Oppenheimer & Co. Inc. is the Solicitation Agent in connection with the Consent Solicitation. Global Bondholder Services Corporation is the Information and Tabulation Agent in connection with the Consent Solicitation.
NONE OF THE SOLICITATION AGENT, THE TRUSTEE, THE COLLATERAL AGENT, THE INFORMATION AND TABULATION AGENT NOR ANY OF THEIR RESPECTIVE DIRECTORS, EMPLOYEES, AFFILIATES, AGENTS OR REPRESENTATIVES MAKES ANY RECOMMENDATION AS TO WHETHER HOLDERS SHOULD DELIVER CONSENTS TO THE PROPOSED AMENDMENTS AND THE WAIVER PURSUANT TO THE CONSENT SOLICITATION, AND NO ONE HAS BEEN AUTHORIZED BY ANY OF THEM TO MAKE SUCH A RECOMMENDATION. EACH HOLDER MUST MAKE ITS OWN DECISION AS TO WHETHER TO GIVE A CONSENT.
The Consent Solicitation Statement will be available from the Information and Tabulation Agent. The Information and Tabulation Agent for the Consent Solicitation is:
Global Bondholder Services Corporation
65 Broadway – Suite 404
New York, New York 10006
Attn: Corporate Actions
Banks and Brokers call: +1 212 430-3774
Toll free: +1 866-470-4200
(For Eligible Institutions only):
+1 212 430-3775/3779
+1 212 430-3774
Email: [email protected]
Any questions regarding the terms of the Consent Solicitation should be directed to the Solicitation Agent or the Information and Tabulation Agent at their respective addresses and telephone numbers set forth on this communication. If you have any questions about how to deliver a consent in the Consent Solicitation, you should contact the Information and Tabulation Agent. Requests for additional copies of the Consent Solicitation Statement or any other related documents may also be directed to the Information and Tabulation Agent.
The Solicitation Agent for the Consent Solicitation is:
Oppenheimer & Co. Inc.
85 Broad Street
New York, New York 10004
Attention: Debt Capital Markets
+1 212 667-7424
Frigorífico Concepción S.A.
Ruta Cnel. Rafael Franco, Camino Aeropuerto Km. 6.5
SOURCE Frigorífico Concepción S.A.