Wm Morrison ups early tender premiums, extends deadlines

By William Gullotti

Buffalo, N.Y., Oct. 27 – Market Bidco Ltd. modified its previously announced tender offer for any and all of the notes from four series issued by Wm Morrison Supermarkets plc and guaranteed by Safeway Ltd., according to a press release Wednesday.

The modifications include increased premiums in the tender offers and extensions to the deadlines for the offers and proposals.

As previously reported, 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 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. The tender premiums were upped to £4.80 from £1.50 for the 2023 notes, to £3.80 from £1.50 for the 2026 notes, to £4.90 from £1.50 for the 2029 notes and to £2.80 from £1.50 for the 2031 notes.

Interest remains unchanged and will also be paid to the settlement date.

The previously reported consent premium likewise remains unchanged at £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, which was extended to 11 a.m. ET on Nov. 10 from 11 a.m. ET on Nov. 4.

The submission deadline for non-tendering noteholders to submit voting instructions was extended to 5 a.m. ET on Nov. 26 from 5 a.m. ET on Nov. 19.

The tender deadline was likewise extended to 5 a.m. ET on Nov. 26 from 5 a.m. ET on Nov. 19.

The start time for noteholder meetings was postponed to 5 a.m. ET on Dec. 1 from 5 a.m. ET on Nov. 24. The meetings will still be held via teleconference.

Settlement was pushed out to Dec. 2 from Nov. 25.

The deadline to exercise the put right was extended to Dec. 6 from Nov. 30.

The settlement of the put right exercise was extended to Dec. 7 from Dec. 1.

Noteholders who have already tendered their notes and/or submitted voting instructions do not have to resubmit them.

The announcement also noted that the revised timetable is subject to change and may be extended further.

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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