Wm Morrison tender offer starts for four notes due to acquisition

Chicago, Oct. 21 – Market Bidco Ltd. has started a tender offer for any and all of the notes from four series issued by Wm Morrison Supermarkets plc and guaranteed by Safeway Ltd., announced in a press release.

The offer includes a consent solicitation to waive the change-of-control put right expected to arise due to the completion of the acquisition of all the shares of Wm Morrison by Market Bidco.

As part of the changes to the terms and conditions, a new put right for any future change of control would be granted to noteholders.

The offeror will buy any or all of the notes from the following series:

• £250 million outstanding of an original £400 million of 4.625% notes due Dec. 8, 2023 (ISIN: XS0717069073);

• £250 million outstanding of an original £400 million of 3.5% notes due July 27, 2026 (ISIN: XS0808629389);

• £250 million outstanding of an original £300 million of 4.75% notes due July 4, 2029 (ISIN: XS1083226321); and

• £350 million outstanding of an original £350 million of 2.5% notes due Oct. 1, 2031 (ISIN: XS2058692471).

Tendering noteholders will receive £1,000 per £1,000 principal amount of notes, plus an early tender premium of £1.5 per note. Interest will also be paid to the settlement date.

Alternatively, noteholders who vote in favor for the consent solicitation and if the resolution is passed and the trust deed is executed for that series will receive an early consent premium of £0.50 per note.

The early tender premium or early consent premium will be paid to noteholders who participate if they are tendering their notes or voting for the consent solicitation by the early deadline at 11 a.m. ET on Nov. 4.

Non-tendering noteholders must submit voting instructions by 5 a.m. ET on Nov. 19.

The tender deadline is 5 a.m. ET on Nov. 19.

Noteholder meetings start at 5 a.m. ET on Nov. 24, via teleconference.

Settlement is scheduled for Nov. 25.

The deadline to exercise the put right is Nov. 30.

The settlement of the put right exercise is Dec. 1.

BNP Paribas (+44 20 7595 8277, liability.management@bnpparibas.com), Goldman Sachs International (+44 20 7774 6343, liabilitymanagement.eu@gs.com), Merrill Lynch International (DG.LM-EMEA@bofa.com) and Mizuho International plc (+44 20 7090 6134, liabilitymanagement@uk.mizuho-sc.com) are acting as joint dealer managers.

The tabulation and tender agent is Lucid Issuer Services Ltd. (+44 20 7704 0880, morrison@lucid-is.com)

Wm Morrison is a Bradford, U.K.-based supermarket group. Clayton, Dubilier & Rice won an auction to purchase Wm Morrison for $9.5 billion, announced in early October.

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