Mastellone Hermanos S.A. Announces Commencement Of Its Offer To Purchase And Exchange Offer

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Jun 05, 2014, 12:00 ET

BUENOS AIRES, Argentina, June 4, 2014 /PRNewswire/ -- Mastellone Hermanos S.A., (the "Company"), announced that it has commenced an offer to purchase and exchange (the "Offer"), pursuant to the terms and conditions contained in the Company's Offer to Purchase and Exchange dated June 4, 2014, (the "Offer to Purchase and Exchange"). Pursuant to the Offer, the Company is offering holders of its outstanding:

U.S.$124,413,141 Series A Collateralized Senior Refinancing Notes due 2018 (CUSIP Nos. 57632P AM2 and P6460M AE4 (Regulation S) and ISIN Nos. US57632PAM23 and USP6460MAE41 (Regulation S)) (the "Series A Notes"), and	exchange (the "Exchange Offer") each U.S.$1,000 principal amount of Listed Notes properly tendered (and not validly withdrawn): (i) by the Early Participation Deadline (as defined below), for U.S.$950 principal amount of our Series F Notes due 2021 with a coupon of not less than 12% (the "New Notes") (the "Exchange Consideration") plus U.S.$50 principal amount of New Notes (the "Early Exchange Consideration"), or (ii) after the Early Participation Deadline but prior to the Expiration Deadline (as defined below), for the Exchange Consideration, or

U.S.$2,847,764 Series C Senior Refinancing Notes due 2018 (CUSIP Nos. 57632P AR1 and P6460M AG9 (Regulation S) and ISIN Nos. US57632PAR10 and USP6460MAG98 (Regulation S)) (the "Series C Notes" and together with the Series A Notes, the "Listed Notes"),	purchase (the "Listed Notes Tender Offer") each U.S.$1,000 principal amount of Listed Notes properly tendered (and not validly withdrawn): (i) by the Early Participation Deadline, for a cash payment equal to the sum of U.S.$950 (the "Tender Consideration") and U.S.$50 (the "Early Tender Consideration" and, together with the Early Exchange Consideration, the "Early Participation Consideration"), or (ii) after the Early Participation Deadline but prior to the Expiration Deadline, for a cash payment equal to the Tender Consideration of U.S.$950,


U.S.$650,113 Series B Collateralized Senior Refinancing Notes due 2018 (CUSIP Nos. 57632P AP5 and P6460M AF1 (Regulation S) and ISIN Nos. US57632PAP53 and USP6460MAF16 (Regulation S)) (the "Series B Notes"), and	purchase (the "Series B Notes and Fixed Rate Loan Debt Tender Offer") each U.S.$1,000 principal amount of Series B Notes and Fixed Rate Loan Debt properly tendered (and not validly withdrawn) pursuant to the Tender Offer: (i) by the Early Participation Deadline, for a cash payment equal to the sum of the Tender Consideration of U.S.$950 and the Early Tender Consideration of U.S.$50, or (ii) after the Early Participation Deadline but prior to the Expiration Deadline, for a cash payment equal to the Tender Consideration of U.S.$950,
U.S.$12,973,500 Collateralized Refinancing Fixed Rate Debt due 2018 (the "Fixed Rate Loan Debt"),



U.S.$7,000,000 Series D Collateralized Senior Refinancing Notes due 2015 (CUSIP Nos. 57632P AT7 and P6460M AH7 (Regulation S) and ISIN Nos. US57632PAT75 and USP6460MAH71 (Regulation S)) (the "Series D Notes" and, together with the Series B Notes and the Listed Notes, the "Existing Notes"), and U.S.$23,416,240 Collateralized Refinancing Floating Rate Debt due 2015 (the "Floating Rate Loan Debt" and, together with the Fixed Rate Loan Debt, the "Existing Loan Debt" and, together with the Existing Notes, the "Existing Debt").	purchase (the "Series D Notes and Floating Rate Loan Debt Tender Offer") each U.S.$1,000 principal amount of Series D Notes or Floating Rate Loan Debt properly tendered (and not validly withdrawn) pursuant to the Tender Offer (together with the offer to purchase the Series A Notes, the Series C Notes, the Series B Notes and the Fixed Rate Loan Debt, the "Tender Offer" and, together with the Exchange Offer, the "Tender and Exchange Offer"): (i) by the Early Participation Deadline, for a cash payment equal to the sum of the Tender Consideration and the Early Tender Consideration, or (ii) after the Early Participation Deadline but prior to the Expiration Deadline, for a cash payment equal to the Tender Consideration.

Holders of Existing Debt who wish to participate in the Offer and receive the Early Participation Consideration must tender their Existing Debt by 5:00 PM New York City time on June 18, 2014 (the "Early Participation Deadline"). Holders of Existing Debt who participate in the Offer after the Early Participation Deadline but prior to 5:00 PM New York City time on July 1, 2014 (the "Expiration Deadline ") will only receive the Tender Consideration or Exchange Consideration as applicable.

Holders of Existing Debt properly tendered in the Offer may be withdrawn prior to 5:00 pm, New York City time, on June 18, 2014 (such time and date, as they may be extended, the "Withdrawal Deadline"). Holders may withdraw tendered Existing Debt at any time prior to the Withdrawal Deadline, but holders may not withdraw their tendered Existing Debt on or after the Withdrawal Deadline except as required by applicable law.

The Company will conduct an offering of New Notes for cash (the "Concurrent Offering") pursuant to a separate offering document. The Company intends to settle the Concurrent Offering immediately after the Early Participation Deadline. The New Notes will not be registered under the U.S. Securities Act of 1933, as amended, and will only be offered in the U.S. to qualified institutional buyers and to persons outside the U.S. in off-shore transactions. The New Notes to be issued in the Concurrent Offering will be on terms and conditions acceptable to the Company in its sole discretion.

The Company's obligation to accept for exchange or purchase, as applicable, any of the Existing Debt validly tendered is subject to the satisfaction, (or in the case of (a) below waiver, of the following conditions), among others, on or about June 26, 2014: (a) the issuance of at least U.S.$200 million aggregate principal amount of New Notes in the Exchange Offer and in the Concurrent Offering (as described below) taken together (the "Minimum Principal Amount Condition"); and (b) the Company having received net cash proceeds from the issuance and settlement of New Notes pursuant to the Concurrent Offering in an aggregate principal amount of not less than the sum of the aggregate dollar amount corresponding to the Tender Consideration plus the Early Tender Consideration and the amount required by the Company to redeem or cancel any Existing Debt that is not purchased or tendered pursuant to the Tender and Exchange Offer (collectively, the "Financing Condition")

We have engaged Merril Lynch, Pierce, Fenner & Smith Incorporated and Deutsche Bank Securities Inc. to act as dealer managers in the United States of America, Bondholder Communications Group, LLC to act as Information and Exchange Agent and Banco Santander Rio S.A. as Administrative Agent.

The Offer is being made only to holders who have properly completed, executed and delivered to the Information, Tender and Exchange Agent a certification, whereby such holder has represented to the Company that they are either (i) a "qualified institutional buyer," or "QIB," as defined in Rule 144A under the Securities Act of 1933, as amended (the "Securities Act") and under applicable state securities laws; or (ii) a "non-US Person" (as defined in Regulation S under the Securities Act), and if in any member state of the European Economic Area which has implemented Directive 2003/71/EC (the "Prospectus Directive," which term includes amendments thereto, including Directive 2010/73/EU), a "qualified investor" (as defined in the Prospectus Directive) and in each case may lawfully participate in the Offer in accordance with the laws of the jurisdiction in which it is located.

Informational documents relating to the Offer, including but not limited to the Offer to Purchase and Exchange, will only be distributed to eligible investors who submit the certification described above. If you would like to submit the certification, please log-into the website www.bondcom.com/mastellone. Eligible investors will then receive via e-mail a personalized password granting them access to the Offer to Purchase and Exchange. Alternatively, please contact the information agent Bondholder Communications Group, LLC, Attention: Martha Herrera, E-mail: [email protected], Telephone in USA: +1 212 809 2663, Telephone in the United Kingdom: +44 20 7382 4580. Requests for documentation should be directed to the information agent. Questions regarding the transaction should be directed to Merril Lynch, Pierce, Fenner & Smith Incorporated at +1 (646) 855-3401 (call collect) or +1 (888) 292-0070 (U.S. toll free), or to Deutsche Bank Securities Inc. at +1 (212) 250-2955 (collect) or +1(866) 627-0391 (U.S. toll free).

Beneficial owners of Existing Debt should carefully read the Offer to Purchase and Exchange regarding the relevant procedures and timing to tender their Existing Debt.

This press release is not an offer for sale of the securities DESCRIBED HEREIN in the United States or in any other jurisdiction where such offer is prohibited, and such securities may not be offered or sold in the United States absent registration or an exemption from registration under the United states Securities Act of 1933, as amended. THE COMPANY does not intend to register any such securities in the United States or to conduct a public offering of such securities in any jurisdiction EXCEPT ARGENTINA.

The Offer is being made solely pursuant to the Offer to Purchase and Exchange, and only to such persons and in such jurisdictions as are permitted under applicable law.

SOURCE Mastellone Hermanos S.A.