Avecia receives consents to amend 11% notes

New York, Jan. 26 - Avecia Group plc said it received the necessary consents to amend its 11% senior notes due July 1, 2009.

By the consent deadline of 5 p.m. ET on Jan. 25, Avecia received consents for $527.7 million or 97.54% of the notes.

At its previous announcement on Jan. 21, Avecia said it had hedged the transaction that will fund the tender offer for the notes to protect against currency movements. It also extended the deadline. The hedging and extension were agreed with an unofficial committee representing holders of 64% of the bonds.

As a result, Avecia will have $447.307 million to fund the tender and so will offer to buy $415.912 million principal amount or 77% of the bonds.

The consent deadline was extended to 5 p.m. ET on Jan. 25 from 5 p.m. ET on Jan. 24 and the expiration to midnight ET on Feb. 3 from midnight ET on Feb. 2.

The tender is under revised terms announced on Jan. 18 following discussions with the unofficial committee.

Under the revised offer, instead of the dutch auction previously planned, the company will now offer a fixed price. It will also make available the full amount of what was then anticipated to be $459 million proceeds from the sale of its NeoResins business to Koninklijke DSM NV. The expiration of the offer has also been extended.

Under the revised terms, holders who tender by the consent deadline will receive $1,072.50 per $1,000 principal amount. Holders who tender after the consent deadline but before the expiration date will receive $1,062.50 per $1,000 principal amount. In both cases, Avecia will also pay accrued interest up to but excluding the settlement date.

Avecia said at that time that it would be tendering for $462.9 million principal amount or 79% of the outstanding bonds, an amount now reduced.

The consent solicitation has been amended to reflect the agreement with the committee, including one-time waivers of those restrictive covenants to allow the transaction, modifications to the covenant on reports to bondholders and modifications relating to the change-of-control covenant and the covenant relating to mergers, consolidations and sale of all or substantially all assets to permit certain transactions so long as sufficient funds are irrevocably deposited and then used to redeem or make a tender offer for the bonds then outstanding.

Under the agreement with the unofficial committee, all holders will tender their bonds by the consent deadline.

Holders who have already tendered do not need to do so again, but they can withdraw.

As first announced on Jan. 4, Avecia had originally been proposing a dutch auction for the notes, originally with a range of $861 to $990, subsequently increased to $980 to $1,045. It had also been proposing to make a consent payment of $10.00 per $1,000 principal amount, regardless of whether their notes are accepted for purchase. Funds left over after making the consent payment would have been used for the dutch auction tender.

The original tender had a consent deadline of 5 p.m. ET on Jan. 18 and expired at 5 p.m. ET on Feb. 1.

Goldman, Sachs & Co. is dealer manager (contact Liability Management Group at 212 357-3019). The tender agent is Bondholder Services Corp. (contact Corporate Actions at 212 430-3774), and the Luxembourg tender agent is Kredietbank SA Luxembourgeoise (contact Cecilia Guichart at +352 47 97 39 35).

© 2015 Prospect News.
All content on this website is protected by copyright law in the U.S. and elsewhere. For the use of the person downloading only.
Redistribution and copying are prohibited by law without written permission in advance from Prospect News.
Redistribution or copying includes e-mailing, printing multiple copies or any other form of reproduction.