Viterra commences tender offer and solicitation for C$200M worth of 6.406% senior unsecured notes due 2021
May 5, 2014
– Viterra Inc. ("Viterra" or the "Company"), announced today that it has commenced a cash tender offer (the "Offer") to purchase from the holders (the "Noteholders") any and all of its C$200,000,000 outstanding aggregate principal amount of 6.406% Senior Unsecured Notes due 2021 (the "Notes").
In connection with the Offer, Viterra is also soliciting consents for certain proposed extraordinary amendments (the "Proposed Extraordinary Amendments") and certain proposed special amendments (the "Proposed Special Amendments", together with the Proposed Extraordinary Amendments, the "Proposed Amendments") to the indenture governing the Notes (the "Indenture"). In addition, Viterra is soliciting proxies in connection with a Noteholder meeting where Noteholders will be asked to consider and, if deemed appropriate, pass: (i) an extraordinary resolution authorizing and approving the Proposed Extraordinary Amendments (the "Extraordinary Resolution"); and (ii) a special noteholders' resolution authorizing and approving the Proposed Special Amendments (the "Special Resolution" and with the Extraordinary Resolution, the "Resolutions").
Viterra has entered into a support and voting agreement with an arm's length Noteholder (the "Locked-Up Noteholder") which has represented that it holds an aggregate principal amount of C$28,050,000 of outstanding Notes representing approximately 14.00% of the outstanding Notes. The Locked-Up Noteholder has agreed to, among other things: (a) irrevocably tender to the Offer; and (b) vote in favour of each of the Resolutions. In addition, certain other arm's length Noteholders (the "Supporting Noteholders") which have represented that they hold an aggregate principal amount of approximately C$55,700,000 of outstanding Notes representing approximately 27.8% of the outstanding Notes have advised the Company that they are supportive of the Offer and Solicitation and intend to: (i) tender to the Offer; and (ii) vote in favour of each of the Resolutions. However, the Supporting Noteholders have not entered into a binding agreement with the Company to this effect. Based on the foregoing, Viterra understands that the Locked-Up Noteholder and Supporting Noteholders collectively hold an aggregate principal amount of approximately C$83,750,000 of outstanding Notes representing approximately 41.8% of the outstanding Notes.
The Notes and other information related to the Offer and Solicitation are listed below:
of Notes CUSIP Outstanding
Amount Tender Offer
6.406% Senior Unsecured Notes due 2021 92849TAL2/
92849TAM0 C$200,000,000 C$1,110.00 C$30.00 C$1,140.00
(1) Per C$1,000 principal amount of Notes. Excludes accrued and unpaid interest.
(2) Includes the Consent Payment.
Holders must validly: (i) tender (and not validly withdraw) Notes to the Offer; and (ii) deliver pursuant to the Solicitation (and not validly revoke): (a) consents prior to 10:00 a.m., Toronto time, on May 21, 2014 ("Consent Date"); and (b) "Eligible Proxy Forms" (being a Proxy Form appointing the Viterra Proxyholders and containing instructions to vote in favour of each of the Resolutions) on or prior to the Proxy Cut-Off Date (currently the same as the Consent Date), in order to be eligible to receive the Total Consideration.
Holders that tender after the Consent Date but prior to the Expiration Time (as defined below), will receive the Total Consideration less the Consent Payment (the "Tender Offer Consideration").
The Offer and Solicitation is described in the Offer to Purchase and Consent Solicitation Statement dated May 5, 2014 (the "Statement"), the notice of Noteholder Meeting, letter of transmittal and consent, form of proxy and meeting matters document (collectively, the "Offer Documents"). Capitalized terms used but not otherwise defined in this press release have the respective meanings in the Statement.
Expiration Time, Withdrawal Deadline and Record Date
The Offer is scheduled to expire at 5:00 p.m., Toronto time, on June 5, 2014, unless extended or earlier terminated by Viterra (the "Expiration Time"). Tendered Notes may be withdrawn and the related Consents revoked at any time on or prior to 10:00 a.m., Toronto time, on May 21, 2014 (the "Withdrawal Deadline"), but not thereafter unless required by applicable law. However, if a Holder validly revokes an Eligible Proxy Form after the Withdrawal Deadline the Holder will be deemed to validly withdraw the related Notes and validly revoked the related Consents.
The record date in respect of the Solicitation has been set as May 2, 2014 at the close of business, Toronto time (the "Record Date") to determine which Holders may receive notice and are eligible to vote at the Noteholder Meeting. Only Holders whose names appear on the register of Holders maintained on behalf of Viterra at the close of business, Toronto time, on the Record Date or their authorized proxies may receive notice and be eligible to vote at the Noteholder Meeting. Accordingly, to be eligible to receive the Total Consideration, in addition to validly tendering (and not withdrawing) their Notes, Holders who acquire Notes after the Record Date must ensure they acquire the voting rights associated with such Notes and deliver a related Eligible Proxy Form prior to the Proxy Cut-Off Date. If a Holder validly tenders (and does not validly withdraw) Notes, the Holder will also be deemed to validly deliver the related Consent and related Eligible Proxy Form (provided the Holder is entitled to vote such Notes at the Noteholder Meeting).
Summary of the Proposed Amendments
The Proposed Extraordinary Amendments would, among other things: (i) (if regulatory approval being sought by Viterra is obtained) align the reporting requirements under the Indenture with Glencore Xstrata plc's ("Glencore") public reporting requirements; (ii) remove the application of positive covenants and events of default with regard to restricted subsidiaries of Viterra; and (iii) eliminate certain restrictions on related party transactions. If the Proposed Extraordinary Resolutions become operative, the Indenture will be further amended to provide a guarantee (the "Parent Guarantees") by each of Glencore and its main operating subsidiaries, Glencore International AG and Glencore (Schweiz) AG (collectively, the "Parent Guarantors") and add a corresponding negative pledge to the Indenture restricting each of the Parent Guarantors and their respective material subsidiaries from pledging their properties or assets as security for certain present or future indebtedness and make certain consequential amendments including expanding events of default relating to Indenture covenant non-compliance, cross-acceleration on certain other indebtedness, liquidation or wind-up and certain bankruptcy or insolvency events such that they apply to each of the Parent Guarantors, as well as to Viterra.
The Proposed Special Amendments would, among other things, provide Viterra with the right to redeem the Notes for cash at a price equal to Tender Offer Consideration, plus accrued and unpaid interest.
Conditions to the Proposed Amendments
The Offer and Solicitation is conditional upon: (i) receiving the: (x) requisite consent; or (y) Noteholder approval at the Noteholder Meeting, for the Proposed Amendments; and (ii) other customary conditions, in each case as described and set forth in the Statement.
Effect of the Proposed Amendments on Non-Consenting and Non-Voting Holders
If the Proposed Amendments become effective, each Holder, irrespective of whether such Holder voted for or consented to the Proposed Amendments, will be bound by the Proposed Amendments.
The Noteholder Meeting is scheduled to take place at 10:00 a.m., Toronto time, on May 23, 2014 at Suite 5300, Toronto-Dominion Bank Tower, 66 Wellington Street West, Toronto, Ontario, M5K 1E6 (as may be adjourned or postponed), to consider and, if deemed appropriate, pass the Resolutions.
Requisite approval of the Noteholders for the Proposed Extraordinary Amendments may be obtained if:
valid consents from holders of not less than 66 2/3% in aggregate principal amount of Notes have been received (and have not been validly revoked); or
the Extraordinary Resolution is passed by the holders of Notes representing not less than 66 2/3% of the votes cast in respect of such resolution at the Noteholder Meeting.
Further, requisite approval of the Noteholders for the Proposed Special Amendments may be obtained if:
valid consents from holders of not less than 95% in aggregate principal amount of Notes have been received (and have not been validly revoked); or
the Special Resolution is passed by the holders of Notes representing not less than 95% of the votes cast in respect of such resolution at the Noteholder Meeting.
CIBC World Markets Inc. is acting as Dealer Manager and Solicitation Agent and CST Trust Company is acting as Depositary and Tabulation Agent for the Offer and Solicitation. Any questions or requests for additional copies of the Statement, Letter of Transmittal, Proxy Form or other documents may be directed to CST Phoenix Advisors as Information Agent.
The Dealer Manager and Solicitation Agent is:
CIBC World Markets Inc.
P.O. Box 500
5th Floor, 161 Bay Street
Toronto, ON M5J 2S8
Direct: (416) 956-6171
Facsimile: (416) 594-7760
The Information Agent is:
CST Phoenix Advisors
Toll Free in North America: 1(800) 761-6578
Outside North America: 1-201-806-2222
Toll Free Facsimile: 1(888) 509-5907
The Depositary and Tabulation Agent is:
CST Trust Company
320 Bay Street, Basement Level (B1)
Toronto, ON M5H 4A6
Toll Free: (800) 387-0825
Direct: (416) 682-3860
Facsimile: (514) 985-8853
Banks and Brokers call: (416) 682-3860 (toll free: 1-800-387-0825)
Holders are urged to evaluate carefully all information in the Offer Documents, consult their own investment and tax advisors and make their own decisions about whether to tender Notes and deliver Consents and Proxy Forms, and, if they wish to tender Notes and deliver Consents and Proxy Forms, the principal amount of Notes and related Consents and Proxy Forms to tender and deliver. The statements made in this news release are made as of the date hereof, and the issuance of this news release or delivery of the Offer Documents and the accompanying materials shall not, under any circumstances, create any implication that the information contained herein or therein is correct after the date hereof or thereof. None of Viterra, the Parent Guarantors, the Dealer Manager and Solicitation Agent, the Depositary and Tabulation Agent, the Information Agent or the Trustee, or any of their respective affiliates or representatives has authorized any person to make any recommendation to any Holder whether to tender or refrain from tendering any or all of such Holder's Notes in the Offer, or whether to deliver or refrain from delivering any Consents and/or Proxy Forms.
The Offer Documents do not constitute an offer to buy or the solicitation of an offer to sell Notes in any jurisdiction in which such offer or solicitation is unlawful. In those jurisdictions where the securities, "blue sky" or other laws require the Offer to be made by a licensed broker or dealer, the Offer shall be deemed to be made on behalf of us by the Dealer Manager and Solicitation Agent or one or more registered brokers or dealers licensed under the laws of such jurisdiction. Neither the delivery of the Offer Documents nor any purchase of Notes or acceptance of Consents and Proxy Forms shall, under any circumstances, create any implication that there has been no change in our or our affiliates, affairs since the date hereof, or that the information included herein is correct as of any time subsequent to the date hereof.
THE PARENT GUARANTEES HAVE NOT BEEN REGISTERED UNDER THE U.S. SECURITIES ACT AND MAY NOT BE OFFERED OR SOLD WITHIN THE UNITED STATES OR TO U.S. PERSONS, EXCEPT TO QIBS IN TRANSACTIONS EXEMPT FROM, OR NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE U.S. SECURITIES ACT OR TO CERTAIN PERSONS IN OFFSHORE TRANSACTIONS IN RELIANCE ON REGULATION S UNDER THE U.S. SECURITIES ACT.
THE OFFER AND SOLICITATION IS NOT BEING MADE TO HOLDERS OF SECURITIES IN ANY JURISDICTION IN WHICH THE MAKING OR ACCEPTANCE OF THE OFFER AND SOLICITATION WOULD NOT BE IN COMPLIANCE WITH THE LAWS OF SUCH JURISDICTION. NONE OF VITERRA, THE PARENT GUARANTORS, THE DEALER MANAGER, DEPOSITARY, THE INFORMATION AGENT OR BNY TRUST COMPANY OF CANADA AS TRUSTEE OR ANY OF THEIR RESPECTIVE AFFILIATES OR REPRESENTATIVES MAKES ANY RECOMMENDATION TO ANY HOLDER WHETHER TO TENDER OR REFRAIN FROM TENDERING ANY OR ALL OF SUCH HOLDER'S NOTES IN THE OFFER, OR WHETHER TO DELIVER OR REFRAIN FROM DELIVERING ANY CONSENTS OR PROXY FORMS.
Cautionary Statement on Forward-Looking Statements
This press release may contain statements that are or may be deemed to be "forward-looking statements", as defined in the U.S. Private Securities Litigation Reform Act of 1995 or "forward-looking information" as defined under applicable Canadian securities legislation. These forward-looking statements include all matters that are not historical facts and include, but are not limited to, any statements about the Offer, the Solicitation, the effect of the Proposed Amendments and Viterra 's beliefs, opinions or current expectations concerning, among other things, the business, financial condition, results of operations, prospects, strategies and plans of Viterra and may be (but are not necessarily) identified by the use of the words "anticipate" "expect", "believe", "may", "could", "should", "estimate", "plan", "project", "intend", "outlook", "forecast", "likely", "probably" or other similar words are used to identify such forward-looking information.
Forward-looking statements is also necessarily based upon a number of assumptions that, while considered reasonable by management, are inherently subject to significant business, economic and competitive uncertainties and contingencies. Viterra cautions the reader that such forward-looking statements involve known and unknown risks, uncertainties, and other factors that could cause actual results, performance or achievements of Viterra to differ materially from any future results, performance or achievements expressed or implied by such forward-looking statements. All of Viterra's forward-looking statements are qualified by the assumptions that are stated or inherent in such forward-looking statements. Although Viterra believes that these assumptions are reasonable, results may differ materially from results indicated in forward-looking statements due to a number of factors, including: the possibility that the Offer and the Solicitation will not be consummated; any failure to satisfy or waive any conditions to the Offer and the Solicitation; and the level of participation by Holders in the Offer and the receipt of Letter of Transmittals and Proxy Forms sufficient to effectuate the Proposed Amendments. These are not an exhaustive list of all possible factors. All factors should be considered carefully when making decisions with respect to Viterra. Factors that could cause actual results or events to differ materially from current expectations include, among others, risks related to weather, politics and governments, changes in environmental and other laws and regulations, competitive factors in agricultural, food processing and feed sectors, construction and completion of capital projects, labour, equipment and material costs, access to capital markets, interest and currency exchange rates, technological developments, global and local economic conditions, the ability of Viterra to successfully implement its strategic initiatives and whether such strategic initiatives will yield the expected benefits, the operating performance of the Viterra's assets, the availability and price of commodities and regulatory environment, processes and decisions. By their nature, forward-looking statements are subject to various risks and uncertainties, including those risks referred to under the heading "Certain Important Considerations in this Statement and under the heading "Risks and Risk Management" in Viterra's management's discussion and analysis for the year ended December 31, 2013, any of which could cause Viterra's actual results and experience to differ materially from the anticipated results or expectations expressed. Additional information on these and other factors is available in the reports filed by Viterra with Canadian securities regulators.
The reader is cautioned not to place undue reliance on forward-looking statements, which speak only as of the date of this press release. Viterra undertakes no obligation to update publicly or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law.
Viterra is Canada's grain industry leader, supported by the expertise of its people, a superior network of assets, and unrivalled connections to world markets. Headquartered in Regina, Saskatchewan, our commitment to agriculture goes back nearly 100 years, partnering with farmers to market and move their crops to areas of need around the world. Our continued focus on operational excellence throughout North America allows us to efficiently handle, process, distribute and transport grains and oilseeds. We provide further value to our partners through a wide variety of contracting and risk management tools to help them realize the full potential of their crops. For more information on Viterra in North America, please visit www.viterra.com. Viterra is part of the Agricultural Business Segment of Glencore.