Imcopa Announces Successful Completion of Noteholder Consent Solicitation

ARAUCARIA, Brazil, June 2 /PRNewswire/ -- Imcopa International Cayman Ltd. (the "Issuer") and Imcopa Importacao, Exportacao Industria e Oleos S.A. (the "Guarantor" or "Imcopa") announced today that they have successfully concluded their consent solicitation (the "Consent Solicitation") in connection with the Issuer's U.S.$100,000,000 10.375% Notes due 2009 (ISIN: XS0275709094) (the "Notes").

The Issuer and Guarantor launched the Consent Solicitation on 10 May 2010 to seek the consent of the holders of the Notes (the "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 Proposal was the subject of a Consent Solicitation Statement dated 10 May 2010, as supplemented by the Supplement to the Consent Solicitation Statement dated 17 May 2010.  The final voting deadline for submission of electronic voting instructions was 3:00 p.m. (London time) on 27 May 2010.

At a duly convened and quorate meeting held yesterday pursuant to the Consent Solicitation Statement and the related Notice of Meeting, Noteholders representing approximately 94.14% of the Notes outstanding for voting purposes (and approximately 99.68% of the votes cast) voted in favour of an extraordinary resolution to adopt the Proposal.

As a result of the passing of the extraordinary resolution, the Issuer will make a consent payment to those Noteholders that validly voted in favour of the Proposal no later than 8 June 2010, which payment will be U.S.$25.94 per U.S.$1,000 principal amount of Notes voted in favour by such Noteholders.

The effectiveness of the Proposal is subject to certain conditions subsequent, including that (i) Imcopa enters into a definitive agreement (the "Definitive Agreement") with the Bank Creditors on terms which substantially reflect the Proposal, (ii) the Definitive Agreement does not contain any terms or conditions that are materially different than the Proposal and (iii) the Issuer and the Trustee enter into a fourth supplemental trust deed to reflect certain changes to the terms of the Notes reflecting the implementation of the Proposal.  Upon the satisfaction of all of the conditions subsequent, the Issuer will pay an additional cash amount of U.S.$25.94 per U.S.$1,000 principal amount of Notes voted in favour by such Noteholders.  

Negotiations with the Bank Creditors have been progressing since the Issuer and the Guarantor launched the Consent Solicitation on 10 May 2010, and Imcopa is hopeful that it will be able to conclude the Definitive Agreement by 30 June 2010.

The Consent Solicitation is part of a broader restructuring plan being developed by Imcopa 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.  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.  Because the Noteholders approved the Proposal, upon the satisfaction of the conditions subsequent, 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.

"Imcopa is encouraged by the continued support of its Noteholders and other creditors during this challenging period," said Imcopa Chief Executive Officer Frederico Jose Busato Jr.  "We believe that we are close to concluding this restructuring process and are eager to implement a Restructuring Plan that is fair to all parties, including the Noteholders, which will allow us to put our recent difficulties behind us and refocus our efforts on continuing to build on our position as a premier global soybean processor."

HSBC Securities (USA) Inc. acted as sole Solicitation Agent and Lucid Issuer Services Limited acted as Information and Tabulation Agent in connection with the Consent Solicitation.

Imcopa is the largest Brazilian-owned soybean processor in terms of volume of soybeans processed and the fifth largest soybean processor in Brazil in terms of annual processing capacity, according to ABIOVE.  Imcopa focuses on the production and development of value-added products for the international market.  Specifically, Imcopa pioneered processing genetically modified organism ("GMO") free soybeans and has become one of the global leaders in the production of certified GMO-free soybean products, which include soybean protein concentrate (which has a 60.0% protein content), soy meal, soy oil and lecithin.  Imcopa targets its products to certain market niches, including the market for GMO-free soybean products and the high-protein soy meal market for aquaculture feed, where Imcopa believes it maintains a leadership position in the European market.

SOURCE Imcopa International Cayman Ltd.