Singapore's Petra Foods noteholders vote for waivers, call option

By Marisa Wong

Madison, Wis., March 15 - Petra Foods Ltd. said it concluded the previously announced consent solicitation for its S$10 million of 4½% series 006 notes due 2013, S$52 million of 4½% series 007 notes due 2014, S$13 million of 5.15% series 008 notes due 2015, S$40 million of 4¾% series 009 notes due 2016 and S$70 million of 5% series 010 notes due 2017.

Noteholders approved proposed waivers and changes to the terms and conditions of the notes at meetings held on March 15, according to a company press release.

Petra Foods began the consent solicitation on Feb. 8 seeking noteholder approval to

• Waive the noncompliance with certain provisions of the trust deed;

• Waive the occurrence of certain events of default; and

• In the case of all but the series 006 notes, amend the trust deed to include a call option that would allow the company to redeem all (but not some only) of a series of notes at its option.

The company said on Friday that it expects to enter into a supplemental trust deed with trustee British and Malayan Trustees Ltd. as soon as possible to include the approved call option.

Covenant breaches

On Dec. 11, the company announced that its entry into a conditional sale and purchase agreement with Barry Callebaut AG and Barry Callebaut Belgium NV would result in covenant breaches and a potential event of default under the trust deed of the notes.

Under the purchase agreement, Petra planned to sell its cocoa ingredients division, its subsidiaries and associated companies.

Petra said it agreed that its principal subsidiaries would not dispose of all or substantially all of their assets.

Petra's board of directors said that noncompliance with the trust deed would not affect the company's ability to meet its payment obligations for the notes.

According to a previous news release, the company successfully repaid its $5 million floating-rate notes and $9 million floating-rate notes on their respective maturity dates since the Dec. 12 announcement was made.

DBS Bank Ltd. and Lazard Asia Ltd. were the solicitation agents.

Petra Foods manufactures cocoa ingredients used in branded chocolate confectionery products and is based in Singapore.

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