Frigorífico Concepción S.A.
ASUNCIÓN, Paraguay, Feb. 9, 2024 — Frigorífico Concepción S.A. (the “Company“) announced today that it has received the Requisite Consents (as defined below) as of 5:00 p.m., New York City time, on February 9, 2024 (the “Expiration Time“), according to Global Bondholder Services Corporation, the Information and Tabulation Agent in connection with the Company’s solicitation of consents (the “Consent Solicitation“) made pursuant to the Consent Solicitation Statement dated February 2, 2024 (as amended on February 8, 2024 by means of a press release, the “Consent Solicitation Statement“) in order to give effect to the intent of the Proposed Amendments and Additional Amendments not Requiring Consent, as further described in the Consent Solicitation Statement. The primary purpose of the Consent Solicitation is to make amendments to the Indenture governing the Company’s 7.700% Senior Secured Notes due 2028 (the “Notes“) that would permit the Company to incur the additional indebtedness pursuant to the Concurrent New Notes Offering. The Consent Solicitation expired at the Expiration Time.
The Proposed Amendments required valid consents from holders representing at least a majority of the aggregate principal amount of outstanding 2028 Notes (the “Requisite Consents“). The Additional Amendments not Requiring Consent do not require any consent from holders of 2028 Notes.
The 2028 Notes were issued on July 21, 2021 in an aggregate principal amount of US$300,000,000. As of the date of the Consent Solicitation Statement, US$300,000,000 in aggregate principal amount of the 2028 Notes remained outstanding.
As of the Expiration Time, the approximate percentage of the outstanding principal amount of the 2028 Notes for which the Company had received and accepted consents was as follows:
|
Series of Notes |
CUSIPs and ISINs |
Outstanding Aggregate |
Percentage of Aggregate Principal Amount that has |
|
7.700% Senior Secured Notes due |
358648 AA1; |
US$300,000,000 |
88.74 % |
The Proposed Amendments and the Additional Amendments not Requiring Consent will become effective when the First Supplemental Indenture, the amendment to the Bolivian Law Documents in order to increase the shares of the Bolivian Guarantor included in the Collateral from 51% to 100% of the outstanding shares of the Bolivian Guarantor, the Brazilian Fiduciary Assignment Agreement of Quotas Under Condition Precedent and the Brazilian Fiduciary Assignment Agreement over Surplus of Foreclosure, and any other amendments to the Transaction Documents as may be necessary to consummate the Proposed Amendments are executed, subject to the satisfaction of all other conditions of the Consent Solicitation. The effectiveness of the Brazilian Fiduciary Assignment Agreement of Quotas Under Condition Precedent is also subject to the satisfaction of the Brazilian Condition Precedent.
The Proposed Amendments will not become operative until amounts payable by us pursuant to the Consent Solicitation Statement are deposited with the Information and Tabulation Agent on the Settlement Date or, upon the Information and Tabulation Agent’s instructions, with DTC and the Proposed Amendments shall thereafter bind, or inure to the benefit of, respectively, all holders of the 2028 Notes, including those that did not deliver Consents.
Subject to the satisfaction of the conditions precedent set forth in the Consent Solicitation Statement, and the Company’s right to terminate the Consent Solicitation for any reason at any time, the Company, the Guarantors, the Trustee, and the Collateral Agent as applicable, will execute the First Supplemental Indenture amending and supplementing the Indenture, the amendment to the Bolivian Law Documents, the Brazilian Law Documents, and any other amendments to the Transaction Documents as may be necessary to consummate the Proposed Amendments.
The consent payment of US$10.00 per US$1,000 in principal amount of the Notes will be paid to Holders of Notes from whom a consent was validly delivered (and not withdrawn) prior to the Expiration Time, subject to the satisfaction of all conditions of the Consent Solicitation and the Company’s right to terminate the Consent Solicitation, as described above. This payment is expected to occur on the Settlement Date.
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 from any holder of 2028 Notes. The solicitation of consents of holders has only been made pursuant to the Consent Solicitation Statement.
The Consent Solicitation Statement is 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: +1 855-654-2014
By facsimile:
(For Eligible Institutions only):
+1 212 430-3775/3779
Confirmation:
+1 212 430-3774
Email: [email protected]
Any questions regarding the terms of the Consent Solicitation should be directed to the Solicitation Agents or the Information and Tabulation Agent at their respective addresses and telephone numbers set forth on this communication. 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 Agents for the Consent Solicitation are:
|
BofA Securities, Inc. One Bryant Park New York, New York, 10036 Toll Free: +1 (888) 292-0070 |
J.P. Morgan Securities LLC 383 Madison Avenue New York, New York 10179 Collect: +1 (212) 834-7279 Toll Free: +1 (866) 846-2874 |
Important Notice
NONE OF THE SOLICITATION AGENTS, THE TRUSTEE, THE COLLATERAL AGENT OR THE INFORMATION AND TABULATION AGENT, OR ANY OF THEIR RESPECTIVE DIRECTORS, EMPLOYEES, AFFILIATES, AGENTS OR REPRESENTATIVES MAKES ANY RECOMMENDATION AS TO WHETHER HOLDERS SHOULD DELIVER CONSENTS TO THE PROPOSED AMENDMENTS 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.
This announcement does not constitute an offer to sell or a solicitation of an offer to buy securities, and there shall be no sale of securities in any jurisdiction in which any offer, solicitation or sale would be unlawful prior to registration or qualification of such securities under the securities laws of any such jurisdiction. This announcement is not an offer for sale of any securities in the United States. Securities may not be offered or sold in the United States absent registration or an exemption from registration under the U.S. Securities Act of 1933, as amended. Frigorífico Concepción S.A. has not registered and does not intend to register any portion of any offering in the United States or to conduct a public offering of any securities in the United States.
SOURCE Frigorífico Concepción S.A.
