Georgia’s BGEO seeks consents to replace debtor for 6% notes due 2023

By Susanna Moon

Chicago, Nov. 27 – JSC BGEO Group said it is soliciting consents to amend its $350 million 6% notes due 2023.

The issuer will hold a meeting in London at 10 a.m. ET on Dec. 18 to ask holders for approval to substitute JSC Bank of Georgia as the principal debtor under the notes, according to a company announcement.

If approved, the substitution would become effective within 180 days of the meeting date.

The consent solicitation will end at noon ET on Dec. 14. The early consent deadline is noon ET on Dec. 11. The record date is Dec. 8.

The early consent fee is $2.50 per $1,000 principal amount. The regular consent fee is $1.00 per $1,000 principal amount.

Settlement has been set for Dec. 27.

As background to the offer, the issuer noted that it is the intermediate holding company of the BGEO Group, which is a Georgia-based banking group with an investment arm. The ultimate parent company is BGEO Group plc and the new obligor, Bank of Georgia, is the group's principal operating company, which accounts for 83% of the group's consolidated assets and 73% of the group's consolidated revenue as of the year ended Dec. 31, 2016.

The issuer's parent company BGEO Group plc said on July 3 that it plans to split the group's investment business from its banking business “for strategic reasons,” the release noted.

The notes were originally issued at the group intermediate holding company level for intra-group cash flow reasons. But because the issuer is a holding company with no significant assets other than its interest in its subsidiaries, principally the new obligor, it depends on dividend payments and other distributions to generate funds to meet its obligations, including its payments under the notes.

Along with the substitution, the issuer would be released from all of its obligations under the trust deed.

The solicitation agent is J.P. Morgan Securities plc (+44 20 7134 2468 or em_europe_lm@jpmorgan.com). The information and tabulation agent is D.F. King Ltd. (+44 20 7920 9700, +852 3953 7230, 800 714-2193, 212 269-5550, fax 212 709-3328, bog@dfkingltd.com or https://sites.dfkingltd.com/bog).

BGEO, formerly Bank of Georgia Holdings plc, is a holding company of JSC Bank of Georgia.

© 2015 Prospect News.
All content on this website is protected by copyright law in the U.S. and elsewhere. For the use of the person downloading only.
Redistribution and copying are prohibited by law without written permission in advance from Prospect News.
Redistribution or copying includes e-mailing, printing multiple copies or any other form of reproduction.