Singapore’s Halcyon amends 6½% notes due 2019, pays consent fee

By Marisa Wong

Morgantown, W.Va., May 5 – Halcyon Agri Corp. Ltd. said it entered into a supplemental trust deed amending its 6½% notes due 2019 on Thursday.

The company entered into the supplement trust deed after bondholders voted in favor of the extraordinary resolution presented at the meeting held at 10 p.m. ET on April 26.

As previously announced, holders of S$119 million of Halcyon’s S$125 million 6½% notes due 2019, series 001, cast votes in favor of the proposed amendments as of 10 p.m. ET on April 24, the expiration date of the consent solicitation.

Based on those voting instructions, Halcyon expected to meet the quorum required for the bondholders’ meeting.

To establish a quorum, two or more holders of a clear majority of the principal amount of notes had to be represented at the meeting. In order for the extraordinary resolution to pass, it had to receive at least 75% of the votes.

The company offered a consent fee of S$1,125 per S$250,000 principal amount to noteholders who delivered voting instructions in favor of the extraordinary resolution by the early acceptance fee deadline of 5 a.m. ET on April 19.

The company will pay S$625 per S$250,000 principal amount to noteholders who deliver consents after the early deadline or those who delivered their consents at the meeting.

The consent fee was payable only if the measure passed.

As announced April 4, Halcyon solicited consents to amend the notes trust deed dated April 25, 2014 in connection with a planned acquisition that would see Sinochem International Corp. become the majority owner of Halcyon.

Halcyon previously said it sought to suspend the financial covenants from the financial quarter ended March 31 through July 31, 2017 and to waive any non-compliance with the covenants for the quarter ended March 31. These financial covenants will be restored on Aug. 1, 2017, or earlier if the proposed acquisition is aborted or if a change of control fails to occur on or before Dec. 31, 2016.

Despite seeking to suspend the covenants, Halcyon said it has enough cash flow to continue servicing payments on the notes.

To provide assurance to noteholders, Halcyon will make deposits into the notes’ trust account equal to the interest due for one interest period on July 31 and on Sept. 30 if the acquisition is not completed by those dates.

The company said that suspending the financial covenants until Aug. 1, 2017 would give it time to integrate GMG Global Ltd and the natural rubber processing facilities and trading businesses of Sinochem International (Overseas) Pte. Ltd. with which Halcyon will combine.

DBS Bank Ltd. (656 222-4261) was the solicitation agent.

Tricor Singapore Pte. Ltd. (656 236-3550 or 656 236-3555) was the meeting agent.

Halcyon is a rubber company based in Singapore.

© 2015 Prospect News.
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