Imcopa International Cayman Ltd. Announces Consent Solicitation of its 10.375% Notes due May 10
By Imcopa International Cayman Ltd., PRNESunday, May 9, 2010
ARAUCARIA, Brazil, May 10, 2010 - Imcopa International Cayman Ltd. (the "Issuer") and Imcopa Importacao,
Exportacao Industria e Oleos S.A. (the "Guarantor" or "Imcopa") announced
today that they have called a meeting of the holders (the "Noteholders") of
its U.S.$100,000,000 10.375% Notes due 2009 (ISIN: XS0275709094) (the
"Notes") on 1 June 2010 (the "Meeting"), and in connection therewith has
commenced a consent solicitation (the "Consent Solicitation"). The final
voting deadline for submission of electronic voting instructions is 3:00 p.m.
(London time) on 27 May 2010. Only Noteholders who consent to the proposal
being made by the Issuer and the Guarantor will be eligible to receive the
consent payments, as described further below.
The purpose of the Consent Solicitation is to obtain the consent of
Noteholders to amend the terms and conditions of the Notes ("Conditions")
with respect to the timing and amounts of the payment of principal and
interest, the Issuer's ability to prepay its Notes in whole or in part in
certain circumstances and to waive existing defaults under the Notes as well
as amending the trust deed dated 27 November 2006, among the Issuer, the
Guarantor and The Bank of New York Mellon, as Trustee (the "Trustee") entered
into in connection with the issuance of the Notes (as supplemented by
supplemental trust deeds dated 28 December 2007, 2 June 2008 and 10 November
2009, respectively, the "Trust Deed") and the Conditions to conform to the
agreement Imcopa expects to reach with its major bank creditors (the "Bank
Creditors") under its credit facilities ("Credit Facilities"), which
agreement is expected to form the basis of the extrajudicial reorganisation
plan that the Guarantor plans to propose under Brazilian law (the
"Restructuring Plan") (collectively, the "Proposal").
The effectiveness of the Proposal is subject to certain conditions
subsequent. The Proposal and the conditions subsequent are described in more
detail in the Consent Solicitation Statement dated 10 May 2010, which is
available from Imcopa and its advisors as provided below.
The payment of interest and principal due on 10 May 2010 will not be made
and such non-payment will constitute an Event of Default under the Trust
Deed. Instead, the Issuer is seeking the consent of Noteholders to the
Proposal. The Issuer is also offering to pay a cash amount (the "Initial
Consent Payment") to each Noteholder from whom valid voting instructions in
favour of the Proposal (a "Consent") are received and not revoked upon the
passing of the Extraordinary Resolution. After the passing of the
Extraordinary Resolution and upon the satisfaction of all of the conditions
subsequent, the Issuer will pay an additional cash amount (the "Additional
Consent Payment" and, together with the Initial Consent Payment, the "Consent
Payments") to each Noteholder who validly submits and does not validly
withdraw its Consent.
The Consent Payments to be paid by the Issuer to Noteholders will, in
each case, be U.S.$25.94 per each U.S.$1,000 principal amount of Notes the
subject of such Consents, which amount is equal to one-half of the interest
that would have accrued on such principal amount of Notes from (and
including) 10 November 2009 to (but excluding) 10 May 2010. The Initial
Consent Payment shall be payable no later than the seventh business day
following the passing of the Extraordinary Resolution and the Additional
Consent Payment shall be payable no later than the seventh business day
following the satisfaction of all of the conditions subsequent.
Since early 2009 Imcopa has been engaged in discussions with the Bank
Creditors to formulate a broad restructuring plan aimed at obtaining
sufficient resources to enable it to service all of its debt obligations and
to facilitate the continued growth and development of its business. After
extensive negotiations, Imcopa has reached an in-principle, non-binding
understanding with its major Bank Creditors as to material provisions to be
put in place so as to restructure the Credit Facilities which is subject to
the execution of definitive documentation. Imcopa expects to enter into a
definitive agreement (the "Definitive Agreement") on terms which
substantially reflect this understanding with these Bank Creditors in the
near future, although the precise date is not yet determined.
Following entry into the Definitive Agreement with the minimum number of
financial creditors required under Brazilian law, Imcopa plans to file a
petition with the Brazilian court to confirm (homologacao) the Restructuring
Plan as an extrajudicial recovery plan (plano de recuperacao extrajudicial),
pursuant to which the terms of the Definitive Agreement will become, as a
matter of Brazilian law, binding on all secured and unsecured financial
creditors of the Guarantor, including the Noteholders. Under Brazilian law,
in order to obtain the judicial confirmation (homologacao), the Restructuring
Plan must be approved by Imcopa's creditors holding three-fifths of each
affected class. If and when the relevant Bank Creditors enter into the
Definitive Agreement, Imcopa expects to have enough support for the
Restructuring Plan from its secured financial creditors. The Issuer and the
Guarantor are soliciting consents from Noteholders to determine the support
for the Guarantor's Restructuring Plan from its unsecured financial
creditors. If the Noteholders approve the Proposal, the Guarantor expects to
have, when taken together with those of its other unsecured creditors who
also approve the Restructuring Plan, the necessary three-fifths approval from
unsecured financial creditors in order to file the petition with the
Brazilian court to confirm the Restructuring Plan.
The Proposal must be approved by an Extraordinary Resolution of
Noteholders in order to be adopted. To approve the Extraordinary Resolution,
Noteholders representing 75% of the principal amount of Notes outstanding (or
their proxies or representatives) must be present at the Meeting, and not
less than 75% of the votes (with each Noteholder receiving one vote for each
U.S.$1,000 principal amount of Notes owned) cast at the Meeting must vote in
favour of the Extraordinary Resolution. If passed, the Extraordinary
Resolution will be binding upon all the Noteholders, whether or not present
at the Meeting and whether or not voting in favour of the Extraordinary
Resolution.
Imcopa intends to continue to pursue the Restructuring Plan even if the
Extraordinary Resolution is not passed, in which case the votes of any
Noteholders (or their proxies or representatives) in favour of the Proposal
may be counted for the purpose of demonstrating the approval of the
Restructuring Plan by the three-fifths of unsecured financial creditors
required under Brazilian law in the context of the approval of the
Restructuring Plan by Brazilian court. As a result, Noteholders who validly
submit and do not validly withdraw or revoke voting their Consents may be
deemed, as a matter of Brazilian law, to have individually consented to the
Restructuring Plan even if the Extraordinary Resolution is not passed and the
Conditions remain unchanged.
The Meeting will be held at 3:00 p.m. (London time) on 1 June 2010 at the
offices of the Trustee at One Canada Square, London E14 5AL, United Kingdom.
Voting can take place by submission of an electronic voting instruction via
Euroclear Bank S.A./N.V. or Clearstream Banking, societe anonyme, or by
attending and voting at the Meeting or appointing a proxy. Holders wishing to
vote other than by submission of an electronic voting instruction must make
appropriate arrangements with Euroclear Bank S.A./N.V and Clearstream
Banking, societe anonyme, on a timely basis and in accordance with the
provisions of the Trust Deed.
The Issuer has retained HSBC Securities (USA) Inc. ("HSBC") to act as
sole Solicitation Agent and Lucid Issuer Services Limited to act as
Information and Tabulation Agent ("Lucid"). Copies of the Consent
Solicitation Statement can be obtained from either of HSBC or Lucid. Requests
for information in relation to the Consent Solicitation and the Proposal
should be directed to HSBC by phone at +1-888-HSBC-4LM (Toll-Free), +1-212-
525-5552 (Call Collect) (New York) or +44-20-7991-5874 (London) or via email
at liability.management@hsbcib.com. Requests for information in relation to
the procedures for voting in the Meeting should be directed to Lucid by phone
at +44-207-704-0880 or by e-mail at imcopa@lucid-is.com.
This press release is not a solicitation of consents nor shall it be
deemed a solicitation of consents with respect to any securities. The Consent
Solicitation will be made solely outside the United States to non-U.S.
persons.
Andre Tomazi of Imcopa International Cayman Ltd., +55-41-2141-9667, ir at imcopa.com.br
Tags: Araucaria, Brazil, Imcopa International Cayman Ltd., May 10, Scandinavia, Western Europe