Ukraine's MHP gets early tenders for 91% of 10¼% notes in exchange

By Jennifer Chiou

New York, April 19 - MHP SA said that it has received tenders for $240,572,000, or 91%, of its $250 million of 10¼% senior notes due 2011 as of the early participation deadline.

The early deadline and withdrawal deadline was 5 p.m. ET on April 21. The exchange offer will expire at 5 p.m. ET on May 10.

The company previously set the terms of the new dollar-denominated senior notes to be issued in the exchange offer and consent solicitation. They will bear interest at 10¼%, payable semiannually, and will mature on April 29, 2015.

Up to 35% of the new notes may be redeemed prior to April 29, 2013.

For each $1,000 principal amount of existing notes, the company is offering $1,062.50 principal amount of new notes for notes tendered by the withdrawal deadline. For notes tendered after that time but before the offer expiration, the amount on offer is $1,032.50 principal amount of new notes.

Holders will also receive accrued interest in cash.

The new notes will be issued in the denomination of $100,000 and integral multiples of $1,000 above that. As a result, to participate in the exchange offer, holders of the existing notes must tender a principal amount of notes that will result in at least $100,000 of new notes being issued.

MHP is soliciting consents from noteholders to proposed amendments to the provisions governing the existing notes that will harmonize their terms with the terms of the new notes.

Holders who tender will be deemed to have given consent. The principal amount of new notes to be issued to tendering noteholders includes a consent fee.

Holders may give consents without tendering their notes. Holders who deliver consents by the consent date, which is the same as the withdrawal deadline, but who do not tender their notes will receive a consent fee of $5.00 per $1,000 principal amount of notes.

Consents are needed from the holders of a majority of the notes in order to make the amendments.

MHP said the purpose of the exchange offer is to lengthen its debt maturity profile.

The issuer previously said that it plans to settle existing notes tendered by the withdrawal date on April 29 and notes tendered after that time on May 13.

Notes offering

The company already said it plans to offer additional new notes for cash and will use the proceeds to repay an estimated $100 million of short-term loan facilities provided by some Ukrainian banks.

The remainder of the proceeds will be used for general corporate purposes and to finance the expansion and diversification of MHP's poultry and grain businesses, principally through the construction of the Vinnytsya chicken farm and land acquisitions, including acquisitions of companies holding land.

In the United States, the exchange offer, consent solicitation and offering of additional notes are only being made to qualified institutional buyers as defined in Rule 144A under the Securities Act.

The dealer managers are Morgan Stanley & Co. International plc (+44 207 677 5040, 800 624-1808 or 212 761-5384), UBS Ltd. (+44 207 567 0525, 888 719-4210 or 203 719-4210) and ING Bank (+44 207 767 5107).

The exchange and information agent is D.F. King & Co., Inc. (+44 207 920 9700, 212 269-5550 or 800 829-6551).

MHP is an agro-industrial company based in Kyiv, Ukraine focused on poultry and grain.

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