Glencore solicits consents for Viterra's 5.95% notes, 6.406% notes

By Susanna Moon

Chicago, July 9 - Glencore International plc said it is soliciting consents to amend two series of Viterra Inc. notes in connection with its planned acquisition of all of the company's shares.

The company is seeking to amend Viterra's $400 million of 5.95% senior notes due Aug. 1, 2020 and its C$200 million of 6.406% senior notes due Feb. 16, 2021.

Glencore also is also soliciting proxies in connection with a meeting of the holders of 6.406% notes set for 10 a.m. ET on July 23, according to a company press release.

If the amendments are passed, the company will pay a fee of $5.00 per $1,000 principal amount of 5.95% notes and a fee of C$5.00 per C$1,000 principal amount of 6.406% notes. In the case of the 6.406% notes, the company will pay either a consent fee or proxy payment but not both.

In order to amend the notes, the company must receive consents from holders of a majority of the 5.95% notes and from holders of at least 66 2/3% of the 6.406% notes.

Also, the amendments will provide a guarantee from each of Glencore and its main operating subsidiary, Glencore International AG, for the notes as of the effective date of the supplemental indenture, the release noted.

The solicitation expiration and proxy cutoff date will bet 5 p.m. ET on July 19. Holders must be of record as of July 6.

Morgan Stanley & Co. LLC (800 624-1808 or 212 761-1057, attn.: liability management) is the solicitation agent for the 5.95% notes. The information and tabulation agent for those notes is Global Bondholder Services Corp. (attn: corporate actions, 866 612-1500, banks and brokers call 212 430-3774, fax 212 430-3775/3779 and confirmation 212 430-3774).

TD Securities Inc. (416 982-2243) is the solicitation agent for the 6.406% notes. The information and tabulation agent for those notes is Canadian Stock Transfer Co. Inc. (800 387-0825, 416 682-3860 or fax 514 985-8853).

Amendment details

Glencore requested that Viterra complete the acquisition asset transfers in order to facilitate the integration of Viterra following its acquisition and to allow the integrated company greater flexibility in operations, according to the release.

The amendments would also approve the acquisition asset transfers and align the reporting requirements under the notes with Glencore's public reporting requirements, the release added.

The primary effects of the amendments would be to

• Approve the change of the jurisdiction of incorporation of Viterra to Australia (planned to be the state of Victoria);

• Approve the transfer by Viterra, directly and indirectly, of up to all or substantially all of its assets and liabilities to a number of direct or indirect wholly owned subsidiaries in connection with the acquisition of Viterra by Glencore;

• Amend the financial reporting requirements under each of the Indentures so that Viterra may provide only those financial statements that Viterra is required to file on Sedar;

• Modify the provisions of the existing negative pledge of Viterra under each of the indentures to make them consistent with the provisions of the negative pledge to which each of Glencore and GIAG is subject in connection with Glencore's euro medium-term note program;

• Eliminate in the indenture 6.406% notes restrictions on related party transactions; and

• Provide for certain consequential amendments.

Based in Baar, Switzerland, Glencore is a supplier of commodities and raw materials to industrial consumers. Viterra provides premium quality ingredients to leading global food manufacturers and is based in Regina, Sask.

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