Evraz OK’d to replace trustee for 5 3/8% notes, no quorum for 5¼% notes

By Mary-Katherine Stinson

Lexington, Ky., Dec. 8 – Evraz plc announced results of two consent solicitations to approve a replacement trustee for its $750 million 5 3/8% notes due 2023 (ISIN: XS1533915721, US30050AAG85) and its $700 million 5¼% notes due 2024 (ISIN: XS1843443273, US30052KAA79), according to announcements Thursday.

In the case of the 2023 notes, Evraz reported that the appointment extraordinary resolution and the amendment extraordinary resolution were each passed at the Dec. 7 noteholder meeting.

The amendments to the 2023 notes will become effective upon execution of the deed of appointment and the supplemental trust deed, which will be separately notified to investors by the issuer.

However, in the case of the 2024 notes, the meeting was adjourned for lack of a quorum.

The adjourned meeting will be held at noon ET on Dec. 22.

The voting deadline for submitting consent instructions is now noon ET on Dec. 20. To participate in the consent solicitation, holders of the 2024 notes must deliver a signed consent instruction along with proof of holding to evraz@lcpis.ru.

Noteholders may also request a copy of the minutes of the original Dec. 7 meeting, the notice of adjournment, the memorandum and the trust deed from the information and tabulation agent at evraz@lcpis.ru.

Consents are irrevocable.

The quorum required for the appointment extraordinary resolution to be considered at the adjourned meeting is one or more noteholders actually present. The quorum required for the amendment extraordinary resolution to be considered is one or more noteholders or agents representing or holding 1/3 in total principal amount of the notes then outstanding.

The 2024 noteholders have the option of approving the replacement trustee but not the amendment extraordinary resolution. However, the amendments cannot be approved without also consenting to the replacement trustee.

As previously reported, the noteholders in both cases were being asked to approve the appointment of Legal Capital Investor Services to replace and succeed BNY Mellon Corporate Trustee Services Ltd. as trustee for both series of notes. BNY Mellon notified Evraz on May 9 of its inability to perform its obligations due to international sanctions targeting Russian entities and individuals and counter-measures taken all of which have resulted in the obstruction of payment processing.

Evraz was also seeking amendments to introduce a new procedure for substitution of the issuer, the removal of some covenants applicable to the issuer, the removal of some events of default, the reduction in the necessary majority of noteholders required to pass an extraordinary resolution and the making of some consequential and other technical changes to the trust deed as set out in the consent solicitation.

Legal Capital Investor Services (+7 495 122 05 17, evraz@lcpis.ru, www.lcpis.ru) is the information and tabulation agent.

As of Nov. 15, $704,099,000 of the 2023 notes and $700 million of the 2024 notes were outstanding.

Evraz is a vertically integrated steel making and mining company based in London with operations mainly in Russia.

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