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TCS Finance, Tinkoff seek consents to amend two series of perpetuals
By Marisa Wong
Los Angeles, Feb. 7 – TCS Finance DAC is soliciting consents to amend its $600 million 6% perpetual callable loan participation notes (ISIN: XS2387703866, US87251LAA44), $562.59 million of which is outstanding, and $300 million 11.002% perpetual callable loan participation notes (ISIN: XS1631338495), $243.969 million of which is outstanding, according to multiple notices.
Both series of notes were issued on a limited recourse basis for the sole purpose of financing a subordinated loan to Tinkoff Bank.
The issuer and the bank are seeking amendments to the notes for more flexibility to adapt to the changing regulatory and sanctions environment and avoid obstacles in servicing its obligations under the notes.
The issuer and bank intend to implement the new payment and cancellation provisions proposed as the amendments only in case they are unable to perform their obligations in accordance with existing procedures.
The voting deadline is 11 a.m. ET on Feb. 20.
Meetings will be held on Feb. 22 for holders to consider the proposed amendments. The meeting for the 11.002% notes will begin at 11 a.m. ET, and the meeting for the 6% notes will start at noon ET.
Holders of record as of Feb. 14 are eligible to vote.
The quorum required for the extraordinary resolution to be considered at each meeting is two or more voters representing no less than two thirds of the principal amount of the notes outstanding.
If the quorum is not met, the meeting will be adjourned. At the adjourned meeting, the quorum will be two or more voters representing more than one quarter of the principal amount outstanding.
To pass, the extraordinary resolution for each series requires a majority of not less than three quarters of the votes cast at the relevant meeting.
i2 Capital Markets Ltd. (tcsfinance@i2capmark.com; +44 20 3633 1212; https://www.i2capmark.com/event-details/86/Holder/tcs-finance-dac.) is the tabulation agent.
Tinkoff is a commercial bank based in Moscow.
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