Last checked at 21 Mar 2013 12:14
IIIA: MHP RELEASES EARLY TENDER AND CONSENT RESULTS VIA JPM, MS AND VTB
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN ANY OTHER JURISDICTION WHERE IT IS UNLAWFUL TO DISTRIBUTE THIS ANNOUNCEMENT, AS MORE FULLY DESCRIBED IN THE TENDER OFFER AND CONSENT SOLICITATION STATEMENT.
21 March 2013 - MHP S.A. (the "Company") announces today the early results of its previously announced cash tender offer (the "Tender Offer") for its outstanding USD584,767,000 10.25% Notes due 2015 (the "Notes"), and related solicitation (the "Consent Solicitation") of consents (the "Consents") to certain proposed amendments (the "Proposed Amendments") to the indenture dated April 29, 2010 (the "Indenture") under which the Notes were issued, as set forth in the tender and consent solicitation statement dated March 6, 2013 (the "Statement"). The Tender Offer is conditional, among other conditions, upon the New Issue Condition.
As of 5:00 p.m., New York time, on March 20, 2013 (the "Early Tender Date" and the "Consent Expiration Date"), the Company has received valid tenders of USD463,298,000 in aggregate principal amount of Notes representing approximately 79% of the outstanding Notes.
Based on the receipt of Consents from holders of a majority in aggregate principal amount of Notes outstanding, the Company intends to enter into the supplemental indenture (the "Supplemental Indenture") with the trustee to adopt the Proposed Amendments. The effectiveness of the Proposed Amendments is subject to the conditions that (i) the Company in its good faith judgement believes that the New Issue Condition will be satisfied and, therefore, that it believes that it will be able to consummate the Tender Offer and (ii) the Consent Settlement Date has occurred.
The Tender Offer will expire at 11:59 p.m., New York time, on April 4, 2013, unless extended or earlier terminated by the Company (the "Tender Expiration Date").
Holders who have validly tendered and not withdrawn Notes on or prior to the Early Tender Date will be eligible to receive the Early Tender Offer Consideration of $1,095 for each $1,000 principal amount and the Consent Payment of $5 for each $1,000 principal amount. Holders validly tendering and not withdrawing Notes after the Early Tender Date but on or prior to the Tender Expiration Date will only be eligible to receive the Tender Offer Consideration of $1,045 for each $1,000 principal amount. Holders who have validly delivered and not revoked their Consent on or prior to the Consent Expiration Date shall be eligible to receive the Consent Payment on the Consent Settlement Date, whether or not they also elect to tender the Notes in respect of which such Consent are delivered.
The complete terms and conditions of the Tender Offer and the Consent Solicitation are described in the Statement. Copies of the Statement are available from the Information and Tender Agent, which can be contacted at the e-mail address and telephone number set out below. Holders may also contact the Dealer Manager at the e-mail address and telephone number set out below for information concerning the Tender Offer and the Consent Solicitation. Holders may also contact their broker, dealer, commercial bank or trust company or other nominee for assistance concerning the Tender Offer and the Consent Solicitation.
Capitalized terms used and not defined herein shall have the meaning set forth in the Statement.
Dealer Managers:
J.P. Morgan (+44 20 7134 1366/+44 20 7134 3414, emea_lm@jpmorgan.com)
Morgan Stanley (+44 20 7677 7799/ liabilitymanagementeurope@morganstanley.com)
VTB Capital (+44 203 334 8029 / vtb.dcm@vtbcapital.com)
Requests for information in relation to the Tender Offer should be directed to the
Information and Tender Agent:
D.F. King (Banks and Brokers Call: (212) 269 5550 / All others call toll free: (800) 967 4612 / London contact +44 20 7920 9700, mhp@dfking.com)