Vedanta wraps consent solicitation for bonds, will hold meeting Jan. 4

By Mary Katherine Stinson

Lexington, Ky., Jan. 3 – Vedanta Resources Ltd. gave results of its consent solicitation relating to four series of bonds, according to a notice.

As of the voting deadline of 5 p.m. ET on Jan. 2, the company received instructions from:

• Eligible holders of $761.22 million of the $1 billion 6 1/8% bonds due 2024 (Cusips: G9328DAP5, 92241TAM4) issued by Vedanta of which $744.3 million, or approximately 97.78%, of the instructions received were in favor of the extraordinary resolution;

• Eligible holders of $946,281,000 of the $1 billion 13 7/8% bonds due 2024 (Cusips: V9667MAA0, 92243XAD3) issued by Vedanta Resources Finance II plc and guaranteed by Vedanta and its subsidiary guarantors of which $933,872,000, or approximately 98.69%, of the instructions received were in favor of the extraordinary resolution;

• Eligible holders of $1,146,511,000 of the $1.2 billion 8.95% bonds due 2025 (Cusips: G9T27HAD6, 92243XAE1) issued by Vedanta Resources Finance II and guaranteed by Vedanta and its subsidiary guarantors of which $1,142,661,000, or approximately 99.66%, of the instructions received were in favor of the extraordinary resolution; and

• Eligible holders of $486,484,000 of the $600 million 9¼% bonds due 2026 (Cusips: G9T27HAA2, 92243XAA9) issued by Vedanta Resources Finance II and guaranteed by Vedanta of which $482,194,000, or approximately 99.12%, of the instructions received were in favor of the extraordinary resolution.

The meetings for each series of bonds will be held in Singapore on Jan. 4. The company stated in the release it will make a further announcement after the meeting.

If there is no quorum for a meeting, an adjourned meeting will be held on Jan. 18.

As previously reported, the company is asking holders of each series to approve by extraordinary resolution some amendments and waivers to the bonds.

Vedanta is seeking to extend its debt maturity profile, thereby improving its capital structure and financial position; to demand covenants and seek certain waivers to allow the group to accommodate the existing debt, including private credit facilities, with a higher average cost of debt; to improve the credit packet of the bonds to incentivize bondholders to consent to the amendments; and certain covenant amendments and waivers to account for Vedanta Ltd.’s plan to demerge its business units into independent companies.

Specifically, Vedanta plans to demerge its business into Vedanta Aluminium Metal Ltd., Malco Energy Ltd., Talwandi Sabo Power Ltd., Vedanta Iron and Steel Ltd. and Vedanta Base Metals Ltd.

For both series of 2024 bonds and the 2025 bonds, the company is offering an early consent fee per $1,000 principal amount of $20, while that fee is $7.50 for the 2026 bonds. The early fee will be paid only to holders who delivered their consents by 5 p.m. ET on Dec. 27.

There were two consent solicitations. One applied to the 2024 and 2025 bonds. The other applied to the 2026 bonds.

After Dec. 27, the consent fee drops to $2.50 per $1,000 principal amount for each series.

The record date was Dec. 26.

If the consent conditions are not met by Jan. 29, the consent solicitations will be terminated.

No consent fees will be paid if the relevant extraordinary resolutions are not passed.

J.P. Morgan Securities plc (+44 20 7742 5940, +852 2800 8220, 212 834-4533 or liability_management_asia@jpmorgan.com) and Standard Chartered Bank (+44 20 7885 5739, +852 3983 8658, +65 6557 8286 or liability_management@sc.com) are the solicitation agents.

Morrow Sodali Ltd. (+44 20 4513 6933, +852 2319 4130, 203 658-9457 or vedanta@investor.morrowsodali.com) is the information and tabulation agent.

Vedanta is a London-based diversified global natural resources company with operations in India, Zambia, Namibia and South Africa.

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