India’s UPL seeks consents from holders of 2028, 2030 notes, perpetuals

By Marisa Wong

Los Angeles, Oct. 26 – UPL Corp. Ltd. announced consent solicitations with respect to its $300 million 4˝% senior notes due 2028 (ISIN: XS1789391148), $500 million 4 5/8% senior notes due 2030 (ISIN: XS2189565992) and $400 million perpetual subordinated capital securities (ISIN: XS2125139464), according to a notice.

The issuer is seeking the consent of the holders of each of the 2028 notes and 2030 notes to waive some terms and conditions of each series.

The issuer is also seeking the consent of the holders of the perpetuals to approve the execution of a supplemental trust deed to provide a subordinated guarantee by the issuer’s subsidiary, UPL Ltd.

2028, 2030 note proposals

In relation to the 2028 notes, the issuer is seeking assents to waive any potential non-compliance with clause 4.4 (asset sales) and clause 4.8 (limitation on transactions with affiliates) of the 2028 notes’ indenture that may arise as a result of the company’s proposed reorganization.

The reorganization involves a capital reduction, under which the shares of the issuer held by Upswing Trust will be canceled; and in consideration, the issuer will pay Upswing Trust a cash consideration of roughly $241 million and transfer 22.21% of its equity interest in subsidiary UPL Ltd. After completion of the proposed reorganization, UPL Corp. Ltd. will become a wholly owned subsidiary of UPL Ltd.

The issuer is seeking 2028 noteholder approval by way of electronic consent.

In relation to the 2030 notes, the is seeking assents to potential non-compliance with condition 4(b) (limitation on transactions with affiliates) and condition 4(c) (limitation on asset sales) that may arise as a result of the proposed reorganization.

The issuer is seeking 2030 noteholder approval by way of electronic consent and, if approval has not been granted, by extraordinary resolution at a meeting that will be held at the offices of Linklaters Singapore Pte. Ltd.

The implementation of the proposal for each of the 2028 notes and the 2030 notes is conditioned on the passing and implementation of the proposals with respect to both series. If the proposals are not passed and implemented for the 2028 notes and 2030 notes, no consent fee will be payable to any noteholder.

The early voting deadline for the 2028 notes and 2030 notes is 11 a.m. ET on Nov. 7.

Holders who deliver consent instructions by that time will be eligible for a consent fee of $2.00 per $1,000 principal amount.

The consent solicitation for each series expires at 11 a.m. ET on Nov. 14.

If approval by electronic consent is not obtained by the deadline, the meeting for 2030 noteholders would be held at 11 p.m. ET on Nov. 16.

The consent fee will be paid no later than five business days after the date on which both proposals for the 2028 notes and 2030 notes are passed.

Perpetuals consent bid

The perpetual securities consent solicitation is conditioned on the extraordinary resolution being passed by way of electronic consent or at the meeting; on the proposals for the 2028 notes and 2030 notes being passed; and on the proposed reorganization being implemented.

No consent fee is being offered to holders of the perpetuals.

The consent solicitation for the perpetuals also expires at 11 a.m. ET on Nov. 14.

If approval by electronic consent is not obtained by the deadline, a meeting for the perpetual security holders would be held at 11:30 p.m. ET on Nov. 16.

J.P. Morgan Securities plc (+44 20 3493 0682; liability_management_asia@jpmorgan.com; attn.: head of debt syndicate and head of EMEA debt capital markets group) and MUFG Securities EMEA plc (+44 20 7577 2766; ProjectTopazLM@spr.sc.mufg.jp; attn.: liability management group) are co-solicitation agents.

D.F. King Ltd. (+44 20 7920 9700 / +852 3953 7208; upl@dfkingltd.com; https://sites.dfkingltd.com/upl; attn.: debt team) is the information and tabulation agent.

Mumbai-based UPL manufactures and markets agrochemicals and industrial chemicals.

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