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India’s HPCL-Mittal begins consent solicitation for 5.45%, 5¼% notes
Chicago, June 23 – HPCL-Mittal Energy Ltd. began a consent solicitation for two series of notes on Tuesday, according to a notice.
The issuer is soliciting consents for its $300 million of 5.45% senior notes due 2026 (ISIN: XS2052949968) and its $375 million 5¼% senior notes due 2027 (ISIN: XS1599758940).
Amendments
The issuer is seeking to amend the consolidated leverage ratio. Specifically, HPCL wants to increase it to 3.5x until March 31, 2021, further increase it to 3.75x until March 31, 2022 and then decrease it to 3.5x until March 31, 2023. After March 31, 2023 it would resume its current level of 3x.
Additionally, an amendment is sought to change the definitions of “tangible net worth” and “total long-term debt” to exclude any impact on unrealized losses and gains due to fluctuations in foreign exchange. In the definition of “tangible net worth,” the issuer is seeking to exclude any write-off of the issuer’s minimum alternative tax asset based on any new tax regime proposed by the government of India.
HPCL is also offering that the definition of “change of control” be expanded so that any sale by HPCL of voting stock held by it at any time prior to March 31, 2023 would constitute a change of control.
Details for consent
Early consent instructions are due by 11 a.m. ET on July 3, the early voting deadline.
Noteholders who deliver valid consent instructions will receive a consent fee of $5 per $1,000 face amount of notes.
The expiration time is 11 a.m. ET on July 14.
Noteholders who deliver valid consents by the expiration time will receive a consent fee of $2 per $1,000 face amount of notes.
The passing of the extraordinary resolution in respect of both series of notes and the execution of supplemental trust deeds are conditions for payment of the consent fee.
Noteholder meetings will take place on July 15.
Barclays Bank plc (+852 2903 3266, +44 20 3134 8515, liability.management@barclays.com) and J.P. Morgan (S.E.A.) Ltd. (+852 2800 8019, liability_management_asia@jpmorgan.com) are the co-solicitation agents.
D.F. King Ltd. (+44 20 7920 9700, +852 3953 7208, DFKprojecthmel2020@dfkingltd.com, https://sites.dfkingltd.com/HMEL) is the information and tabulation agent.
The Noida, India-based company operates refineries.
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