Banca Farmafactoring waivers OK’d by holders of notes due 2017, 2021

By Wendy Van Sickle

Columbus, Ohio, Sept. 28 – Holders of Banca Farmafactoring SpA’s €300 million of 2.75% notes due 2017 and €125 million of 1.25% notes due 2021 gave their consents to a waiver of defaults, according to a filing with the London Stock Exchange.

Noteholder approval was granted via a pair of consent solicitations.

The solicitation for the 2.75% notes was announced Sept. 2 and concluded with a vote at a meeting Monday in London. The solicitation for the 1.25% notes was announced Sept. 16, and the vote was held Sept. 20 in London.

As previously reported, the issuer had sought noteholder consent to waive all and any events of default that have arisen or may arise as a result of a cross-default in connection with the delisting of Magellan SA’s shares from the Warsaw Stock Exchange. Magellan is the issuer’s Polish subsidiary.

A delisting would be an event of default under the terms and conditions of the two outstanding bonds of Magellan, and Magellan's default would, in turn, trigger the Banca Farmafactoring’s default.

The approved waivers will cease to have effect if any debt of the issuer (other than the notes) exceeding €20 million is declared due and payable by reason of default relating to the issuer (but not by reason of default relating to Magellan and/or any other subsidiary of the) arising from the delisting and such default remains unremedied or unwaived for 30 days.

Eligible holders of each series of notes who voted in favor the waivers will receive a consent fee equal to 0.35% of par.

At least two-thirds of the votes cast at the meetings had to be in favor of the extraordinary resolutions in order for them to pass.

The solicitation agent is Morgan Stanley & Co. International plc (44 20 7677 5040 or liabilitymanagementeurope@morganstanley.com).

Banca Farmfactoring is a factoring company based in Milan.

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