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Coruripe 2027 noteholders deliver consents needed for spinoff
By Marisa Wong
Los Angeles, Dec. 15 – Coruripe Netherlands BV announced the success of its consent solicitation relating to its outstanding $300 million of 10% senior secured notes due 2027 guaranteed by Usina Coruripe Acucar e Alcool SA and GTW Agronegocios SA.
As of 5 p.m. ET on Dec. 14, holders of a majority in principal amount of the outstanding notes had delivered their consents to proposed amendments to the indenture governing the notes, according to a Friday news release.
As a result, the proposed amendments are expected to become effective upon execution of a supplemental indenture to be dated Dec. 18. The supplemental indenture will become operative immediately upon execution.
The proposed amendments will allow GTW to dispose of certain of its assets to newly created entities. The disposition will consist of a partial spinoff of GTW, which spun-off assets will be contributed to the newly created entities.
As previously announced, these transactions are part of the reorganization of some companies held by GTW’s controlling shareholders, the succession planning of these various companies and the estate planning of GTW’s controlling shareholders.
The newly created entities will be subject to the same terms and conditions and obligations as GTW under the indenture, to be amended by the supplemental indenture, and will become guarantors thereunder.
The issuer will pay a cash consent fee on the settlement date, expected to be Dec. 18, of $2.50 per $1,000 principal amount of notes for which consents were delivered.
Morgan Stanley & Co. LLC is the solicitation agent.
D.F. King & Co., Inc. (800 591-8263, 212 269-5550 or coruripe@dfking.com) is the information agent, tabulation agent and paying agent.
Usina Coruripe is a Brazilian distributor of sugar and ethanol.
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