Panasonic solicits consents for three notes for reorganization

Chicago, Nov. 8 – Panasonic Corp. started a consent solicitation for three senior note securities, according to a market source.

The company is soliciting consents for its $1 billion outstanding 2.536% senior notes due 2022 (Cusips: J6354YAN4, 69832AAA4), $1 billion outstanding 2.679% senior notes due 2024 (Cusips: J6354YAP9, 69832AAB2) and $500 million outstanding 3.113% senior notes due 2029 (Cusips: J6354YAQ7, 69832AAC0).

Panasonic will be reorganizing in April 2022.

There will be a series of corporate splits, including a name change from Panasonic Corp. to Panasonic Holdings Corp. with the business split into nine wholly owned operating subsidiaries.

The reorganization does not depend on the consent solicitation, but it will allow the issuer to reorganize in a more efficient manner.

The consent solicitation specifically permits the reorganization. It confirms that the obligor of the bonds will remain unchanged. It also provides that neither the reorganization nor the corporate splits will be treated as a succession event.

The consent solicitation is not expected to impact the ratings on the notes (Baa1/A-).

Consenting holders who deliver valid consents by the expiration time will receive $1.00 for each $1,000 note.

As a condition for the consent payments, Panasonic must receive the requisite amount of consents for each series.

The supplemental indentures will become operative after the consent fees are paid.

The consent solicitation will expire at 5 p.m. ET on Nov. 16. Holders can deliver consents through the end of the offer.

The expiration time is also the revocation deadline.

Consents are expected to be paid on Nov. 18.

Merrill Lynch International is the solicitation agent (+44 20 7996 5420, 980 387-3907, 888 292-0070, DG.LM-EMEA@bofa.com).

D.F. King & Co., Inc is the information and tabulation agent for the offer (800 769-7666, 212 269-5550, panasonic@dfking.com, https://sites.dfkingltd.com/panasonic).

Panasonic is an electronics company based in Kadoma-shi, Osaka, Japan.

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