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Published on 3/8/2023 in the Prospect News Distressed Debt Daily, Prospect News Emerging Markets Daily and Prospect News Liability Management Daily.

Eros Media offers to purchase half of 8½% bonds, seeks consents

Chicago, March 8 – Eros Media World plc, formerly Eros STX Global Corp., is conducting a liability management exercise for its £50 million 8½% bonds due 2023 (ISIN: XS1112834608) which includes a repurchase offer and a consent solicitation, according to an announcement.

The bonds mature April 15.

Eros is offering to buy up to £25 million of the bonds for a £60 purchase price per £100 note. Interest to April 15 will also be paid to all bondholders (but not to the payment date which is expected on April 17, because of the weekend).

The consent solicitation would waive any defaults that exist.

Additionally, the maturity date would be extended and the coupon would be increased to 9% from 8½%.

In the consent solicitation is the introduction of a new covenant regarding a debt limit.

The company is also asking for a waiver for financial statements. The company completed the sale of STX Entertainment in April 25, but complex financial reporting and transition issues are delaying financial audits.

The company also would like to replace the trustee.

A meeting to pass an extraordinary resolution is scheduled for 5 a.m. ET on March 30 via teleconference.

A quorum representing 75% of the bonds outstanding, by two or more persons, is required. Then, a 75% majority of those voting in favor is necessary to pass the extraordinary resolution.

Repurchase instructions and voting instructions are due by 11 a.m. ET on March 27.

Bondholders who submit valid repurchase instructions will automatically instruct the tender agent to vote as a proxy in favor at the meeting.

Bondholders may also simply submit voting instructions.

Bonds will not be repurchased if the extraordinary resolution is not passed.

The company expects to repurchase not less than £15 million of the bonds.

Repurchase instructions may be prorated.

A consent fee of £0.50 per £100 note will be paid to validly voting bondholders if the extraordinary resolution is passed. The consent fee is expected to be paid within 30 days if the proposals have been passed.

If the meeting is not quorate, an adjourned meeting will be held on April 13 at 5 a.m. ET.

Kroll Issuer Services Ltd. is the tender, tabulation and information agent (+44 20 7704 0880, eros@is.kroll.com, https://deals.is.kroll.com/eros).

Eros is an entertainment company based in Mumbai.


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