Turkey's Global Yatirim begins exchange offer for 9¼% notes

By Angela McDaniels

Tacoma, Wash., Nov. 29 - Global Yatirim Holding AS began an exchange offer and consent solicitation for the $100 million 9¼% loan participation notes due 2012 issued by Deutsche Bank Luxembourg SA, according to a filing with the Securities and Exchange Commission.

Holders are being offered new dollar-denominated fixed-rate notes due June 30, 2017 issued by Global Yatirim. The coupon will be at least 11% and will be announced on Dec. 5.

The company plans to issue additional new notes for cash in a Rule 144A and Regulation S offering. The proceeds will be used for general corporate purposes.

Holders will receive $1,020 principal amount of new notes for each $1,000 principal amount of old notes exchanged. The exchange ratio is the same for all notes tendered in the offer. The company will pay accrued interest up to but excluding the settlement date.

In addition, holders who tender their notes or who submit voting instructions in favor of the extraordinary resolution by the early participation deadline will be eligible to receive a consent solicitation fee of 1%. The early participation deadline is 11 a.m. ET on Dec. 7.

In order to participate, a holder must tender enough old notes to result in the issuance of at least $150,000 principal amount of new notes.

The exchange offer will end at 11 a.m. ET on Dec. 16. The noteholder meeting will be held at 11 a.m. ET on Dec. 20. The settlement date is expected to be Dec. 30.

Consent solicitation

The company is asking noteholders to vote on an extraordinary resolution at a noteholder meeting to approve amendments to the terms of the existing notes.

If approved, the proposed amendments will allow Deutsche Bank Luxembourg to redeem any notes not exchanged in the offer, in whole but not in part, on not less than one day's notice.

Upon redemption, holders would receive an amount of new notes equal to the amount they would have received had they tendered their old notes in the exchange offer. The company will also pay accrued interest.

If the amount of new notes to be issued in the redemption to any one holder would be less than $150,000, that holder will receive cash instead of new notes.

If the amendment is approved and the notes are called, the settlement date is expected to be Dec. 30.

Holders who tender will be deemed to have appointed the exchange and tabulation agent as their proxy to attend the meeting and cast their votes in favor of the extraordinary resolution.

Holders may vote at the meeting without tendering their notes.

The company said the purpose of the offer is to lengthen its debt maturity profile.

As of Nov. 28, $26,860,300 of the notes are held by Global Yatirim and its affiliates. The company said it may participate in the exchange offer, but the notes it holds will not be considered outstanding for the purposes of determining whether a quorum is present at the meeting and will not be voted in respect of the extraordinary resolution.

The dealer manager is UBS Ltd. (44 (0)20 7567 0525 or OL-Liability-Management@ubs.com). The exchange and tabulation agent is Lucid Issuer Services Ltd. (contact Sunjeeve Patel/Paul Kamminga at 44 (0)207704 0880 or global@lucid-is.com).

Global Yatirim is an Istanbul-based holding company with four core business areas: port infrastructure, energy, real estate and finance.

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