Agrokor Announces Results of Consent Solicitation to Amend its Senior Notes
Jun 12, 2018
Agrokor Announces Results of Consent Solicitation to Amend its €300,000,000 9.875% Senior Notes due 2019, €325,000,000 9.125% Senior Notes due 2020 and $300,000,000 8.875% Senior Notes due 2020
Agrokor d.d. (“Agrokor” or the “Company”) announced today that on June 4, 2018, it received the requisite consents pursuant to the consent solicitation statement dated May 14, 2018 (the “Consent Solicitation Statement”) to amend (the “Amendments”) the indenture (the “2019 Senior Notes Indenture”) governing the Company’s €300,000,000 9.875% Senior Notes due 2019 (the “2019 Senior Notes”) (ISIN: XS0776111188 / XS0776110966) and the indenture (the “2020 Senior Notes Indenture” and, together with the 2019 Senior Notes Indenture, the “Indentures”) governing the Company’s €325,000,000 9.125% Senior Notes due 2020 (ISIN: XS0836495183 / XS0836495696) and $300,000,000 8.875% Senior Notes due 2020 (ISIN: USX0027KAG32 / US00855UAB52) (the “2020 Senior Notes” and, together with the 2019 Senior Notes, the “Notes”). The consent solicitation expired at 4:00 p.m., London time, on June 4, 2018. All capitalized terms used but not defined herein have the meanings ascribed to them in the Consent Solicitation Statement.
The purpose of the Consent Solicitation was to obtain consents to:
- appoint Knighthead Capital Management LLC as the designated representative of the 2019 Senior Notes Trustee and the 2020 Senior Notes Trustee, respectively, to the PCC;
- instruct and authorize the 2019 Senior Notes Trustee and the 2020 Senior Notes Trustee, upon an invitation to creditors from the Extraordinary Administrator pursuant to Article 30(1) of the Extraordinary Administration Law, to enter into the 2019 Senior Notes Power of Attorney and the 2020 Senior Notes Power to Attorney, respectively, to appoint the Representative to the PCC to act on behalf of the special category of creditors to which the 2019 Senior Notes Trustee and the 2020 Senior Notes Trustee, respectively, belongs as a member of the PCC;
- instruct and authorize the 2019 Senior Notes Trustee and the 2020 Senior Notes Trustee to deliver the fully executed 2019 Senior Notes Trustee Power of Attorney and the 2020 Senior Notes Trustee Power of Attorney, respectively, to the Representative for delivery to the Extraordinary Commissioner; and
- amend each of the Indentures to include a mechanism for Noteholders to vote on, consent to, or otherwise present consents or votes on, the approval or the rejection of the Settlement Plan to be proposed by the Extraordinary Commissioner pursuant to the Extraordinary Administration Law as well as any Related Matters.
In connection with receiving the requisite consents, on June 11, 2018, the Company entered into supplemental indentures to the 2019 Senior Notes Indenture and the 2020 Senior Notes Indenture, respectively, as a result of which the Amendments have become effective and operative. All holders of the Notes are bound by the terms thereof, even if they did not deliver consents to the Amendments. Except for the Amendments, all of the existing terms of the Notes and the Indenture remain unchanged.
The Bank of New York Mellon acted as the Information and Tabulation Agent for the Consent Solicitation. Questions or requests for assistance related to the Consent Solicitation and requests for copies of the Consent Solicitation Statement and other related materials should be directed to The Bank of New York Mellon at +1 (315) 414-3349.
Agrokor is the largest privately owned company in Croatia and one of the leading regional companies focused on the production and distribution of food and beverages and retail.
Cautionary Notice Regarding Forward Looking Statements
This press release may contain statements reflecting assumptions, expectations, projections, intentions or beliefs about future events that are intended as “forward-looking statements.” A number of risks and uncertainties could cause our actual results to differ materially from current projections, forecasts, estimates and expectations relating to the Company. Any or all of these forward-looking statements may turn out to be wrong. They can be affected by inaccurate assumptions or by known or unknown risks, uncertainties and other factors, many of which are beyond our control.
This press release and the Consent Solicitation Statement shall not constitute a solicitation of a proxy, consent or authorization with respect to any securities and shall not constitute an offer to sell or the solicitation of an offer to buy any securities, nor shall there be any sale of securities in any states or jurisdictions in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. The Consent Solicitation was made only by, and pursuant to the terms of, the Consent Solicitation Statement, and the information in this news release is qualified by reference to the Consent Solicitation Statement.