Moy Park (Bondco) Plc Announces That It Has Launched a Tender Offer and Consent Solicitation for Its 6.25% Senior Notes Due 2021
In connection with the Tender Offer, the Issuer is also soliciting (the “Consent Solicitation”) consents from the holders of the Notes (the “Holders”) for the adoption of certain amendments described below to the indenture governing the Notes (the “Proposed Amendments”). The terms and conditions of the Tender Offer and the Consent Solicitation, as well as the Proposed Amendments, are described in the Offer to Purchase and Consent Solicitation Statement dated
Following the consummation of the Tender Offer and subject to the satisfaction of a financing condition as described in the Offer to Purchase, we currently intend to redeem any Notes that remain outstanding on or after
Subject to the terms and conditions described in the Offer to Purchase, the Tender Offer and Consent Solicitation will expire at
The “Total Consideration” for each £1,000 principal amount of Notes validly tendered and purchased pursuant to the Tender Offer will be £1,027.50, plus accrued and unpaid interest to the date of repurchase. The Total Consideration includes a consent payment of £30.00 per £1,000 principal amount of Notes (the “Consent Payment”) payable only to holders that validly tender their Notes and deliver their consents at or prior to the Consent Payment Deadline. Holders that validly tender their Notes after the Consent Payment Deadline but at or prior to the Expiration Time will be eligible to receive the Total Consideration less the Consent Payment per £1,000 principal amount of Notes, or £997.50 (the “Tender Offer Consideration”), plus accrued and unpaid interest to the date of repurchase. Holders that validly Consent to the Proposed Amendments by tendering Notes at or prior to the Consent Payment Deadline, and do not validly revoke such Consent prior to the Withdrawal Deadline, will be eligible to receive the Total Consideration even if we do not receive the Required Consents (as defined below).
The followingtablebelow sets forth the consideration for the Notes:
|Outstanding Principal Amount of Notes||Description of Notes||Total Consideration1||Consent Payment1||Tender Offer Consideration2|
|£298,815,000||6.25% Senior Notes due 2021
(Common Code No. 107249575 (Rule 144A) / 107249524 (Reg S))
(ISIN No. XS1072495754 (Rule 144A) / XS1072495242 (Reg S))
(1) The amount to be paid for each £1,000 principal amount of Notes validly tendered at or prior to the Consent Payment Deadline. The Total Consideration includes a Consent Payment of £30.00 per £1,000 principal amount of Notes.
(2) The amount to be paid for each £1,000 principal amount of Notes validly tendered after the Consent Payment Deadline but at or prior to the Expiration Deadline. The Tender Offer Consideration does not include the Consent Payment of £30.00 per £1,000 principal amount of Notes.
In the Consent Solicitation, the Issuer is soliciting from Holders of Notes consents to the Proposed Amendments that would eliminate substantially all of the restrictive covenants, as well as various events of default and related provisions contained in the indenture governing the Notes. The Proposed Amendments require the consents (the “Required Consents”) of Holders of at least a majority in aggregate principal amount of the outstanding Notes. Holders who tender outstanding Notes pursuant to the Tender Offer will also be providing consents with respect to the Proposed Amendments.
The obligation of the Issuer to purchase Notes in the Tender Offer is conditioned on the satisfaction or waiver of certain conditions described in the Offer to Purchase, including a financing condition as described in the Offer to Purchase. The Tender Offer is not conditioned upon the tender of any minimum principal amount of Notes. The Issuer has the right, in its sole discretion, to amend or terminate the Tender Offer or the Consent Solicitation at any time.
Copies of the Offer to Purchase are available to holders of Notes, subject to eligibility confirmation and registration, via the Offer Website (https://sites.dfkingltd.com/moypark) or from
The Issuer reserves the right, in its sole discretion, not to accept any tenders of Notes or deliveries of consents for any reason. The Issuer is making the Tender Offer and the Consent Solicitation only in those jurisdictions where it is legal to do so.
Neither the Offer to Purchase nor any related documents have been filed with the
This announcement is not an offer to purchase, a solicitation of an offer to purchase or a solicitation of consents. The Tender Offer and the Consent Solicitation are being made solely by the Issuer pursuant to the Offer to Purchase. The Tender Offer and the Consent Solicitation are not being made to, nor will the Issuer accept tenders of Notes and deliveries of consents from, holders in any jurisdiction in which the Tender Offer and the Consent Solicitation or the acceptance thereof would not be in compliance with the securities or blue sky laws of such jurisdiction.
Important Notice Regarding Forward-Looking Statements
This press release contains certain forward-looking statements. Statements that are not historical facts, including statements about our perspectives and expectations, are forward looking statements. The words “expect,” “believe,” “estimate,” “intend,” “plan” and similar expressions, when related to
About Moy Park
Moy Park is one of the top-fifteen food companies in the
|Director, Investor Relations
Pilgrim’s Pride Corporation
|(970) 506 8192|
Source: Pilgrim's Pride Corporation