LONDON, Sept. 20, 2018 /PRNewswire/ — MHP SE (the “Company”) today announces a accord abode ()Consent Solicitation”) to seek the accord of holders ()Holders”) of the outstanding U.S.$79,417,000 8.25% Notes due 2020 issued by the Company (regulation s notes:Common Code 078395044/ ISIN USL6366MAC75/ CUSIP L6366MAC7)(rule 144a notes:Common Code 078395079/ ISIN US55302TAC99/ CUSIP 55302TAC9) (the “Notes”) pursuant to an acknowledgment anachronous as of April 2, 2013 (as supplemented by a added acknowledgment anachronous as of March 8, 2016), amid the Company, Citibank, N.A., London Branch, as trustee (the “Trustee”), alteration agent, advantageous abettor and barter agent, Citigroup Global Markets Europe AG (formerly accustomed as Citigroup Global Markets Deutschland AG), as agent (the “Registrar”) and Deutsche Bank Trust Company Americas ()Note Security Agent”) ()Indenture”) to assertive proposed amendments ()Amendments”) to the Acknowledgment and the Notes ()Consent Solicitation”).
The Accord Abode is actuality fabricated on the terms, and accountable to the conditions, independent in the accord abode advertisement anachronous September 20, 2018 (the “Consent Abode Memorandum”). Capitalized agreement acclimated but not authentic in this advertisement accept the aforementioned acceptation ascribed to them in the Accord Abode Memorandum. Copies of the Accord Abode Advertisement can be acquired (subject to eligibility) via the afterward website: https://sites.dfkingltd.com/mhp.
The Accord Abode
The Company is gluttonous by agency of the Accord Solicitation, Consents from the Holders to accord assertive covenants in the absolute Notes with covenants beneath the 2017 Notes and 2018 Notes to aftereffect the following:
(i) modification of area 4.6 of the Acknowledgment with commendations to the appliance of barter acclaim ability indebtedness; and
(ii) modification of the definitions of “IFRS” and “Permitted Liens”, including consequential amendments,
(together, the “Amendments”), all as added absolutely declared in the Accord Abode Memorandum.
Background to the Accord Abode
The purpose of the Amendments is to accord assertive covenants in the Acknowledgment and the Notes with covenants beneath the 2017 Notes and 2018 Notes. This will accredit the Group to calmly accounts all of its crops and articles constant with its accustomed business model, advance with baddest acquisitions in band with the Group’s action which about requires incurring debt that is anchored by the ambition companies’ assets or allotment basic and accredit the Group to assimilate agreement advertisement and acquiescence obligations in band with the 2017 Notes and the 2018 Notes by modifying the ogue of “IFRS”.
As of the date hereof, the Group is in acquiescence with covenants beneath the Acknowledgment and the Notes and maintains the Consolidated Leverage Ratio beneath 3.0x beginning (both as authentic in the Indenture) and the Group believes that, irrespective of whether the Amendments to the Acknowledgment are adopted or not, it will abide to accede with covenants beneath the Acknowledgment and the Notes and to advance Consolidated Leverage Ratio beneath such beginning in the aing advertisement periods.
In affiliation to the Notes, the Company shall, on the Accord Settlement Date, pay to those Holders from whom accurate Consents in favor of the Amendments are validly delivered and not revoked on or above-mentioned to the Accord Expiration Date and which Consents are accustomed by the Company the Accord Payment of U.S.$5.00 for anniversary U.S.$1,000 in arch bulk of the Notes the accountable of the accordant Electronic Instructions.
Consents delivered above-mentioned to the Accord Expiration Date will be assertive from the beforehand of the Effective Time and the Accord Expiration Date unless the Accord Abode is concluded or as contrarily provided in the Accord Abode Advertisement and except as contrarily appropriate by applicative law. Consents delivered afterwards the Effective Time will be assertive aloft acquiescence unless the Accord Abode is concluded or as contrarily provided in the Accord Abode Advertisement and except as contrarily appropriate by applicative law. Holders that abjure their ahead submitted Consents on or above-mentioned to the Effective Time (and do not re-submit their Consents afore the Accord Expiration Date) shall not be acceptable to accept the Accord Payment. Holders who do not accord to the Amendments or who do not participate in the Accord Abode will be apprenticed by the Amendments (on the agreement set alternating in this Accord Abode Memorandum), but will not be acceptable to accept the Accord Payment.
Apocalyptic Calendar for the Accord Abode
Holders should booty agenda of the times and dates set out beneath in affiliation with the Accord Solicitation. The times and dates are apocalyptic alone and are accountable to change in accordance with the agreement of the Accord Solicitation. Accordingly, the absolute calendar may alter from the accepted calendar set out below.
September 20, 2018
Consent Expiration Date
5:00 p.m. New York City time, on October 4, 2018, unless continued by the Company in its sole discretion
5:00 p.m. New York City time on the date of cancellation of the Requisite Consents
Announcement of the Accord Abode results
The aing business day afterward the Effective Time or the Accord Expiration Date, as applicable
Consent Settlement Date
October 9, 2018
A complete description of the procedures in affiliation to the agreement of the Accord Abode and the argument of the Added Indenture, are set out in the Accord Abode Memorandum.
Holders are brash to apprehend the Accord Abode Advertisement anxiously for abounding capacity and advice on the procedures for accommodating in the Accord Solicitation. J.P. Morgan Balance plc is acting as Abode Agent. D.F. King Ltd. is acting as Advice and Tabulation Agent.
Requests for all advice in affiliation to the Accord Abode should be directed to:
The Abode Abettor
J.P. Morgan Balance plc
25 Bank Street Canary Wharf London E14 5JP United Kingdom Attention: Liability Management Telephone: 44 (0) 207 134 2468 Email: [email protected]
Requests for advice in affiliation to the voting procedures, acquiescence of the Electronic Instructions and accord in the Accord Abode should be directed to:
The Advice and Tabulation Abettor
D.F. King Ltd. Email: [email protected] Website: https://sites.dfkingltd.com/mhp
In New York
48 Wall Street — 22nd FloorNew York, New York 10005Banks and Brokers Call: 1 212 269 5550All others alarm assessment free: 1 800 848 3405
125 Wood StreetLondon, EC2V 7ANTel: 44 20 7920 9700
In Hong Kong
Suite 1601, 16/F, Central Tower28 Queen’s Road CentralHong KongTel: 852 3953 7231
Copies of the Accord Abode Advertisement are accessible to acceptable bodies aloft appeal from the Advice and Tabulation Abettor chargeless of allegation and on the website: https://sites.dfkingltd.com/mhp.
Neither this advertisement nor the Accord Abode Advertisement constitutes or forms allotment of, and should not be construed as, an action for auction or cable of, or a abode of any action to buy or subscribe for, any balance of the Company or any added article in any jurisdiction.
The administration of this advertisement and the Accord Abode Advertisement in assertive jurisdictions may be belted by law. Bodies into whose control this advertisement or the Accord Abode Advertisement comes are appropriate by the Company, the Abode Abettor and the Advice and Tabulation Abettor to acquaint themselves about, and to observe, any such restrictions. This advertisement and any abstracts apropos to the Accord Abode do not constitute, and may not be acclimated in affiliation with, any anatomy of action or abode in any abode area such offers or solicitations are not acceptable by law.
The Accord Abode Advertisement and any abstracts or abstracts apropos to the Accord Abode will not be distributed, released, published, communicated, advertised or disseminated, whether anon or indirectly, to the advice administration channels or to the accessible in Cyprus.
Note: This advertisement contains “regulated information” for the purposes of the EU Transparency Directive (Directive 2004/109/EC of the European Parliament and of the Council of 15 December 2004) and the Cyprus Transparency Law (Law No. 190(I)/2007). In addition, the European Union Market Abuse Adjustment (Regulation EU 596/2014 of the European Parliament and of the Council of 16 April 2014) requires the Company to acknowledge that this advertisement contains “inside information”, as authentic in the European Union Market Abuse Regulation.
Please abode any questions or apropos to : Anastasiya Sobotyuk Director of IR 38 044 207 00 70 38 050 339 29 99 [email protected]
View aboriginal content:http://www.prnewswire.com/news-releases/mhp-se-announces-consent-solicitation-300716143.html
SOURCE MHP SE
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