Minerva again tenders for 8¾% perpetuals, seeks OK to shorten call

By Susanna Moon

Chicago, Nov. 1 – Minerva Luxembourg SA is tendering for its $291,153,000 of outstanding 8¾% perpetual notes guaranteed by parent company Minerva SA.

In connection with the tender offer, Minerva is also soliciting consents to amend the notes indenture to eliminate substantially all of the restrictive covenants as well as certain events of default and related provisions and to shorten the minimum notice required to two business days, according to a company announcement.

The total purchase price will be $1,020 for each $1,000 principal amount of notes tendered by the early deadline of 5 p.m. ET on Nov. 15.

The total amount includes an early premium of $20.00 per $1,000 principal amount.

Holders who tender after the early deadline will receive par per $1,000 of notes.

The tender offer and consent solicitation will remain open until 11:59 p.m. ET on Nov. 30.

The issuer also will pay accrued interest to but excluding the settlement date, which is expected to occur within three business days after the offer ends.

The outstanding amount of notes includes $3.7 million principal amount held in treasury by Minerva.

The proposed amendments require consents from holders of a majority of the outstanding notes.

Holders who tender their notes will also be providing consents.

The offer is not conditioned upon the tender of any minimum principal amount of notes.

D.F. King & Co., Inc. (800 893-5865, 212 269-5550 or minerva@dfking.com) is the tender agent and information agent.

BB Securities Ltd. and Banco BTG Pactual SA, Cayman Branch are the dealer managers and solicitation agents.

As announced April 16, the company terminated its tender for the 8¾% perpetuals after failing to meet the offer condition that the company price an offering of new notes.

“Given the current conditions in the international debt capital markets, Minerva Luxembourg has decided not to pursue an offering of new notes at this time,” Minerva previously said.

Minerva announced the tender on March 19, 2018 and subsequently on April 4, 2018 extended the early deadline to match the expiration of the offer on April 16, 2018.

The purchase price was $1,055 per $1,000 principal amount plus accrued interest.

Minerva SA is a Barretos, Brazil-based food processor.

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