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Published on 7/21/2014 in the Prospect News High Yield Daily and Prospect News Liability Management Daily.

House of Fraser seeks noteholder OK to skip change-of-control offer

By Angela McDaniels

Tacoma, Wash., July 21 – Highland Group Holdings Ltd. subsidiary House of Fraser (Funding) plc is soliciting consents from holders of its £250 million principal amount 8 7/8% senior secured notes due 2018 to waive some provisions of the indenture governing the notes, according to a company news release.

The consent solicitation is being held in connection with Nanjing Xinjiekou Department Store Co., Ltd.’s plan to acquire 89% of the class A ordinary shares of the company along with all of its preferred ordinary shares, class B ordinary shares and preference shares.

The proposed waivers would waive holders’ right to require the issuer to offer to repurchase the notes in connection with the acquisition and would waive all other defaults that might result from the acquisition.

The adoption of the proposed waivers requires the consents of the holders of at least a majority of the notes.

The issuer is offering a consent fee of £2.50 per £1,000 principal amount of notes. Half of the fee will be paid once the waivers become effective, and the other half will be paid on or prior to the completion of the acquisition.

The consent solicitation will expire at noon ET on Aug. 1.

The tabulation and information agent is Lucid Issuer Services Ltd. (+44 207 704 0880 or hof@lucid-is.com).

Highland Group is a London-based department store group.


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