Arcor extends early exchange consideration for 6% notes due 2023

By Mary-Katherine Stinson

Lexington, Ky., Oct. 19 – Arcor SAIC extended the early exchange consideration to the expiration of the offer to exchange any and all of its $500 million outstanding 6% notes due 2023 (Cusip: 03965PAC5, P04559AL7) for newly issued 8¼% notes due 2027, according to a notice Wednesday.

The early deadline has now been extended to 11:59 p.m. ET on Nov. 1 which is also the expiration date of the offer. The early deadline was originally 5 p.m. ET on Oct. 18.

As previously reported, Arcor is offering two options for the exchange consideration per $1,000 principal amount:

• Under option A, holders will receive an early consideration consisting of new notes and cash. The early A new notes consideration will equal the difference between $1,000 and the early A pro rata cash consideration. The early A pro rata cash consideration is an amount in cash equivalent to the lesser of (i) 30% of the aggregate principal amount of old notes that are tendered and accepted for exchange and (ii) the principal amount of old notes tendered and accepted for exchange under option A at or prior to the early participation date, payable on a pro rata basis. The late exchange consideration under option A would have been $1,000 of new notes;

• Under option B, holders will receive an early consideration of $1,020 of new notes and a late exchange consideration would have been $1,000 of new notes.

As of 5 p.m. ET on Oct. 18, which was the withdrawal deadline, a total of $353,903,000 in aggregate principal amount of old notes, or approximately 70.78%, have been tendered.

$111.95 million in aggregate principal amount of old notes, or approximately 22.39%, have been tendered in the exchange offer under option A, and $241,953,000 in aggregate principal amount of old notes, or approximately 48.39%, have been tendered in the exchange offer under option B.

Based on the aggregate principal amount of old notes tendered in the offer as of Oct. 18 and assuming no additional participation, holders that tendered their old notes under option A would receive approximately 94.84% of the early A exchange consideration in cash and approximately 5.16% in new notes.

In addition, the company will pay accrued interest.

The company said the purpose of the exchange offer is to exchange the old notes for cash and the new notes, which will extend the maturity of the debt obligations associated with the old notes.

Only holders who are qualified institutional buyers as defined in Rule 144A under the Securities Act of 1933 or holders other than U.S. persons as defined in Rule 902 under the Securities Act who are located outside of the United States are authorized to participate in the exchange offer.

The exchange offer is conditioned on, among other things, the tender of $350 million or more of the old notes.

Settlement is expected to be on Nov. 9.

Citigroup Global Markets Inc. (212 723-6106 or 800 558-3745), J.P. Morgan Securities LLC (866 846-2874 or 212 834-7279) and Santander Investment Securities Inc. (212 940-1442 or 855 404-3636) are acting as dealer managers for the exchange offer.

Banco Santander Argentina SA, Banco Itau Argentina SA and Banco de Galicia y Buenos Aires SAU are acting as local placement agents.

Morrow Sodali Ltd. (203 609-4910 or +44 20 4513 6933; arcor@investor.morrowsodali.com; https://projects.morrowsodali.com/Arcor) is the information and exchange agent.

Arcor is a Buenos Aires-based maker of candy and other foods.

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